10-Q

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2024.

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .

Commission file number:

001-34200

PROSHARES TRUST II

(Exact name of registrant as specified in its charter)


Delaware		87-6284802
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o ProShare Capital Management LLC

7272 Wisconsin Avenue, 21

Floor

Bethesda, Maryland 20814

(Address of principal executive offices) (Zip Code)

(240)

497-6400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
ProShares Short VIX Short-Term Futures ETF	SVXY	Cboe BZX Exchange
ProShares Ultra Bloomberg Crude Oil	UCO	NYSE Arca
ProShares Ultra Bloomberg Natural Gas	BOIL	NYSE Arca
ProShares Ultra Euro	ULE	NYSE Arca
ProShares Ultra Gold	UGL	NYSE Arca
ProShares Ultra Silver	AGQ	NYSE Arca
ProShares Ultra VIX Short-Term Futures ETF	UVXY	Cboe BZX Exchange
ProShares Ultra Yen	YCL	NYSE Arca
ProShares UltraShort Bloomberg Crude Oil	SCO	NYSE Arca
ProShares UltraShort Bloomberg Natural Gas	KOLD	NYSE Arca
ProShares UltraShort Euro	EUO	NYSE Arca
ProShares UltraShort Gold	GLL	NYSE Arca
ProShares UltraShort Silver	ZSL	NYSE Arca
ProShares UltraShort Yen	YCS	NYSE Arca
ProShares VIX Mid-Term Futures ETF	VIXM	Cboe BZX Exchange
ProShares VIX Short-Term Futures ETF	VIXY	Cboe BZX Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act.). ☐ Yes ☒ No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☒

Yes ☐ No

As of August 4, 2024, the registrant had

147,109,561

shares of common stock, $0 par value per share, outstanding.

Table of Contents

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2024 (unaudited)		December 31, 2023
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $387,837,316 and $233,435,026, respectively)	$	387,833,913	$	233,476,941
Cash		12,820,186		123,662,313
Segregated cash balances with brokers for futures contracts		26,299,037		70,781,753
Segregated cash balances with brokers for swap agreements		44,908,000		203,734,760
Unrealized appreciation on swap agreements		55,947,592		17,954,935
Receivable from capital shares sold		—		5,255,022
Receivable on open futures contracts		201,572		—
Interest receivable		314,624		568,017

Total assets		528,324,924		655,433,741

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		409,282		2,099,944
Brokerage commissions and futures account fees payable		—		5,682
Payable to Sponsor		429,547		534,678

Total liabilities		838,829		2,640,304

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		527,486,095		652,793,437

Total liabilities and shareholders’ equity	$	528,324,924	$	655,433,741

Shares outstanding		15,743,096		24,843,096

Net asset value per share	$	33.51	$	26.28

Market value per share (Note 2)	$	33.50	$	26.10

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(74% of shareholders’ equity)
U.S. Treasury Bills ^^ :
5.349% due 07/09/24 †	$	90,000,000	$	89,895,303
5.311% due 08/08/24 †		200,000,000		198,893,780
5.310% due 09/05/24 †		100,000,000		99,044,830

Total short-term U.S. government and agency obligations (cost $387,837,316)			$	387,833,913


Futures Contracts Purchased
	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil - NYMEX, expires September 2024		713	$	57,496,320	$	5,520,380
WTI Crude Oil - NYMEX, expires December 2024		757		59,303,380		4,061,570
WTI Crude Oil - NYMEX, expires June 2025		783		58,928,580		3,300,495

					$	12,882,445


Total Return Swap Agreements ^
	Rate Paid (Received) *			Termination Date		Notional Amount at Value **		Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.35	%		07/08/24	$	188,892,450	$	12,016,665
Swap agreement with Goldman Sachs International based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.35			07/08/24		259,202,833		16,489,562
Swap agreement with Morgan Stanley & Co. International PLC based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.35			07/08/24		78,742,345		5,009,308
Swap agreement with Societe Generale based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.25			07/08/24		196,752,460		12,527,793
Swap agreement with UBS AG based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.30			07/08/24		155,618,166		9,904,264

							Total Unrealized Appreciation	$	55,947,592

†	All or partial amount pledged as collateral for swap agreements.

^	The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

**	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	6,506,199		$	5,878,092		$	11,516,649		$	11,886,000

Expenses
Management fee		1,344,787			1,744,998			2,821,804			3,619,616
Brokerage commissions		42,976			94,303			104,780			188,647

Total expenses		1,387,763			1,839,301			2,926,584			3,808,263

Net investment income (loss)		5,118,436			4,038,791			8,590,065			8,077,737

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		11,985,445			29,371,809			28,452,282			40,205,833
Swap agreements		(5,028,524	)		(105,727,226	)		71,623,239			(30,780,823	)
Short-term U.S. government and agency obligations		696			(59,378	)		13,201			(59,378	)

Net realized gain (loss)		6,957,617			(76,414,795	)		100,088,722			9,365,632

Change in net unrealized appreciation (depreciation) on
Futures contracts		(9,029,300	)		(20,075,857	)		16,397,677			(16,873,410	)
Swap agreements		8,281,227			65,510,145			37,992,657			(75,851,818	)
Short-term U.S. government and agency obligations		9,247			104,869			(45,318	)		53,943

Change in net unrealized appreciation (depreciation)		(738,826	)		45,539,157			54,345,016			(92,671,285	)

Net realized and unrealized gain (loss)		6,218,791			(30,875,638	)		154,433,738			(83,305,653	)

Net income (loss)	$	11,337,227		$	(26,836,847	)	$	163,023,803		$	(75,227,916	)

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	597,176,895		$	811,668,456		$	652,793,437		$	859,094,274

Addition of 5,050,000, 15,550,000, 9,100,000 and 34,650,000 shares, respectively		156,948,695			353,363,209			265,988,522			812,713,784
Redemption of 7,300,000, 15,050,000, 18,200,000 and 31,950,000 shares, respectively		(237,976,722	)		(400,000,450	)		(554,319,667	)		(858,385,774	)

Net addition (redemption) of (2,250,000), 500,000, (9,100,000) and 2,700,000 shares, respectively		(81,028,027	)		(46,637,241	)		(288,331,145	)		(45,671,990	)

Net investment income (loss)		5,118,436			4,038,791			8,590,065			8,077,737
Net realized gain (loss)		6,957,617			(76,414,795	)		100,088,722			9,365,632
Change in net unrealized appreciation (depreciation)		(738,826	)		45,539,157			54,345,016			(92,671,285	)

Net income (loss)		11,337,227			(26,836,847	)		163,023,803			(75,227,916	)

Shareholders’ equity, end of period	$	527,486,095		$	738,194,368		$	527,486,095		$	738,194,368

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	163,023,803		$	(75,227,916	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(750,343,317	)		(8,286,191,814	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		604,658,733			8,193,611,806
Net amortization and accretion on short-term U.S. government and agency obligations		(8,704,505	)		(7,958,372	)
Net realized (gain) loss on investments		(13,201	)		59,378
Change in unrealized (appreciation) depreciation on investments		(37,947,339	)		75,797,875
Decrease (Increase) in receivable on open futures contracts		(201,572	)		5,619,393
Decrease (Increase) in interest receivable		253,393			168,779
Increase (Decrease) in payable to Sponsor		(105,131	)		(81,887	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(5,682	)		492
Increase (Decrease) in payable on open futures contracts		(1,690,662	)		1,541,204

Net cash provided by (used in) operating activities		(31,075,480	)		(92,661,062	)

Cash flow from financing activities
Proceeds from addition of shares		271,243,544			812,713,784
Payment on shares redeemed		(554,319,667	)		(870,743,885	)

Net cash provided by (used in) financing activities		(283,076,123	)		(58,030,101	)

Net increase (decrease) in cash		(314,151,603	)		(150,691,163	)
Cash, beginning of period		398,178,826			476,600,261

Cash, end of period	$	84,027,223		$	325,909,098

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2024 (unaudited)		December 31, 2023
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $– and $64,445,510, respectively)	$	—	$	64,459,117
Cash		335,101,326		326,252,692
Segregated cash balances with brokers for futures contracts		131,374,481		256,589,331
Receivable from capital shares sold		78,742,578		4,281,925
Receivable on open futures contracts		34,615,849		117,168,017
Interest receivable		836,761		1,925,643

Total assets		580,670,995		770,676,725

Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		19,366,361
Payable on open futures contracts		39,579,590		20,739,542
Brokerage commissions and futures account fees payable		12,372		52,349
Payable to Sponsor		435,212		625,665

Total liabilities		40,027,174		40,783,917

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		540,643,821		729,892,808

Total liabilities and shareholders’ equity	$	580,670,995	$	770,676,725

Shares outstanding		34,668,544		25,568,544

Net asset value per share	$	15.59	$	28.55

Market value per share (Note 2)	$	15.67	$	28.44

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	580,741,377		$	1,139,983,773		$	729,892,808		$	586,151,113

Addition of 24,350,000, 13,792,500, 64,450,000 and 32,765,000 shares, respectively		387,753,452			814,876,179			1,118,271,219			3,160,825,013
Redemption of 33,900,000, 12,825,000, 55,350,000 and 17,957,500 shares, respectively		(583,616,052	)		(859,929,761	)		(1,088,922,017	)		(1,542,891,022	)

Net addition (redemption) of (9,550,000), 967,500, 9,100,000 and 14,807,500 shares, respectively		(195,862,600	)		(45,053,582	)		29,349,202			1,617,933,991

Net investment income (loss)		4,256,254			4,920,978			8,466,890			10,410,619
Net realized gain (loss)		211,772,181			(616,886,915	)		(30,408,733	)		(1,678,521,779	)
Change in net unrealized appreciation (depreciation)		(60,263,391	)		658,057,024			(196,656,346	)		605,047,334

Net income (loss)		155,765,044			46,091,087			(218,598,189	)		(1,063,063,826	)

Shareholders’ equity, end of period	$	540,643,821		$	1,141,021,278		$	540,643,821		$	1,141,021,278

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(218,598,189	)	$	(1,063,063,826	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		—			(10,025,950,123	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		65,000,000			9,997,363,885
Net amortization and accretion on short-term U.S. government and agency obligations		(554,490	)		(6,934,539	)
Net realized (gain) loss on investments		—			7,216
Change in unrealized (appreciation) depreciation on investments		13,607			(46,097,928	)
Decrease (Increase) in receivable on open futures contracts		82,552,168			32,093,445
Decrease (Increase) in interest receivable		1,088,882			(1,040,354	)
Increase (Decrease) in payable to Sponsor		(190,453	)		396,149
Increase (Decrease) in brokerage commissions and futures account fees payable		(39,977	)		34,147
Increase (Decrease) in payable on open futures contracts		18,840,048			(1,835,443	)

Net cash provided by (used in) operating activities		(51,888,404	)		(1,115,027,371	)

Cash flow from financing activities
Proceeds from addition of shares		1,043,810,566			3,160,825,013
Payment on shares redeemed		(1,108,288,378	)		(1,541,243,728	)

Net cash provided by (used in) financing activities		(64,477,812	)		1,619,581,285

Net increase (decrease) in cash		(116,366,216	)		504,553,914
Cash, beginning of period		582,842,023			176,734,664

Cash, end of period	$	466,475,807		$	681,288,578

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(90% of shareholders’ equity)
U.S. Treasury Bills ^^ :
5.309% due 07/09/24 †	$	90,000,000	$	89,895,303
5.311% due 08/08/24 †		30,000,000		29,834,067
5.315% due 09/05/24 †		75,000,000		74,283,622

Total short-term U.S. government and agency obligations (cost $194,011,855)			$	194,012,992

Futures Contracts Purchased


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Gold Futures - COMEX, expires August 2024		582	$	136,164,720	$	(767,692	)

Total Return Swap Agreements


	Rate Paid (Received) *			Termination Date		Notional Amount at Value **		Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Gold Subindex		0.25	%		07/08/24	$	127,422,794	$	(2,813,616	)
Swap agreement with Goldman Sachs International based on Bloomberg Gold Subindex		0.25			07/08/24		60,521,797		(1,336,379	)
Swap agreement with UBS AG based on Bloomberg Gold Subindex		0.25			07/08/24		108,811,563		(2,402,662	)

							Total Unrealized Depreciation	$	(6,552,657	)

†	All or partial amount pledged as collateral for swap agreements.

^	The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

**	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	2,819,359		$	1,983,196		$	4,833,274		$	3,632,210

Expenses
Management fee		546,388			474,261			982,991			901,375
Brokerage commissions		8,123			6,925			17,996			15,540

Total expenses		554,511			481,186			1,000,987			916,915

Net investment income (loss)		2,264,848			1,502,010			3,832,287			2,715,295

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		7,565,606			5,160,588			14,530,658			7,921,167
Swap agreements		24,002,215			12,035,981			35,508,434			20,075,298
Short-term U.S. government and agency obligations		—			(28,462	)		3,011			(28,462	)

Net realized gain (loss)		31,567,821			17,168,107			50,042,103			27,968,003

Change in net unrealized appreciation (depreciation) on
Futures contracts		(3,144,847	)		(10,482,142	)		(4,863,967	)		(8,627,819	)
Swap agreements		(14,087,684	)		(22,406,342	)		(9,631,250	)		(13,549,549	)
Short-term U.S. government and agency obligations		5,842			33,642			(10,280	)		10,905

Change in net unrealized appreciation (depreciation)		(17,226,689	)		(32,854,842	)		(14,505,497	)		(22,166,463	)

Net realized and unrealized gain (loss)		14,341,132			(15,686,735	)		35,536,606			5,801,540

Net income (loss)	$	16,605,980		$	(14,184,725	)	$	39,368,893		$	8,516,835

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA GOLD

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	215,970,841		$	201,161,529		$	191,502,023		$	173,524,136

Addition of 350,000, 50,000, 800,000 and 450,000 shares, respectively		27,209,437			3,236,120			56,539,425			28,209,474
Redemption of 550,000, 150,000, 1,000,000 and 500,000 shares, respectively		(43,330,233	)		(9,296,393	)		(70,954,316	)		(29,333,914	)

Net addition (redemption) of (200,000), (100,000), (200,000) and (50,000) shares, respectively		(16,120,796	)		(6,060,273	)		(14,414,891	)		(1,124,440	)

Net investment income (loss)		2,264,848			1,502,010			3,832,287			2,715,295
Net realized gain (loss)		31,567,821			17,168,107			50,042,103			27,968,003
Change in net unrealized appreciation (depreciation)		(17,226,689	)		(32,854,842	)		(14,505,497	)		(22,166,463	)

Net income (loss)		16,605,980			(14,184,725	)		39,368,893			8,516,835

Shareholders’ equity, end of period	$	216,456,025		$	180,916,531		$	216,456,025		$	180,916,531

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	39,368,893		$	8,516,835
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(306,151,213	)		(492,848,662	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		175,003,011			489,813,291
Net amortization and accretion on short-term U.S. government and agency obligations		(3,364,465	)		(2,573,420	)
Net realized (gain) loss on investments		(3,011	)		28,462
Change in unrealized (appreciation) depreciation on investments		9,641,530			13,538,644
Decrease (Increase) in receivable on open futures contracts		(143,688	)		(487,898	)
Decrease (Increase) in interest receivable		62,974			19,574
Increase (Decrease) in payable to Sponsor		21,921			7,411
Increase (Decrease) in payable on open futures contracts		(564,042	)		—

Net cash provided by (used in) operating activities		(86,128,090	)		16,014,237

Cash flow from financing activities
Proceeds from addition of shares		56,539,425			28,209,474
Payment on shares redeemed		(70,954,316	)		(29,333,914	)

Net cash provided by (used in) financing activities		(14,414,891	)		(1,124,440	)

Net increase (decrease) in cash		(100,542,981	)		14,889,797
Cash, beginning of period		129,351,977			37,909,767

Cash, end of period	$	28,808,996		$	52,799,564

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2024 (unaudited)		December 31, 2023
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $457,266,168 and $114,255,151, respectively)	$	457,266,538	$	114,276,025
Cash		103,479,324		160,468,637
Segregated cash balances with brokers for futures contracts		36,455,000		23,499,000
Segregated cash balances with brokers for swap agreements		18,848,700		95,226,292
Receivable from capital shares sold		—		2,728,828
Receivable on open futures contracts		3,689,701		—
Interest receivable		931,733		598,623

Total assets		620,670,996		396,797,405

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		3,503,958
Payable to Sponsor		439,142		319,853
Unrealized depreciation on swap agreements		49,402,333		2,827,221

Total liabilities		49,841,475		6,651,032

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		570,829,521		390,146,373

Total liabilities and shareholders’ equity	$	620,670,996	$	396,797,405

Shares outstanding		15,246,526		14,296,526

Net asset value per share	$	37.44	$	27.29

Market value per share (Note 2)	$	37.09	$	27.17

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)


	Principal Amount		Value
Short-term U.S. government and agency obligations
(80% of shareholders’ equity)
U.S. Treasury Bills ^^ :
5.290% due 07/09/24 †	$	150,000,000	$	149,825,505
5.311% due 08/08/24 †		100,000,000		99,446,890
5.326% due 09/05/24 †		210,000,000		207,994,143

Total short-term U.S. government and agency obligations (cost $457,266,168)			$	457,266,538


Futures Contracts Purchased
	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Silver Futures - COMEX, expires September 2024		3,130	$	462,614,000	$	(6,674,294	)


Total Return Swap Agreements ^
	Rate Paid (Received) *			Termination Date		Notional Amount at Value **		Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Silver Subindex		0.25	%		07/08/24	$	302,102,674	$	(21,980,835	)
Swap agreement with Goldman Sachs International based on Bloomberg Silver Subindex		0.30			07/08/24		26,589,962		(1,935,532	)
Swap agreement with Morgan Stanley & Co. International PLC based on Bloomberg Silver Subindex		0.30			07/08/24		180,402,617		(13,131,835	)
Swap agreement with UBS AG based on Bloomberg Silver Subindex		0.25			07/08/24		169,794,092		(12,354,131	)

							Total Unrealized Depreciation	$	(49,402,333	)

†	All or partial amount pledged as collateral for swap agreements.

^	The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^	Rates shown represent discount rate at the time of purchase.

*	Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

**	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	6,245,723		$	3,701,182		$	9,880,580		$	7,075,578

Expenses
Management fee		1,244,817			976,505			2,118,718			1,848,064
Brokerage commissions		56,180			47,075			84,222			73,637

Total expenses		1,300,997			1,023,580			2,202,940			1,921,701

Net investment income (loss)		4,944,726			2,677,602			7,677,640			5,153,877

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		81,641,058			17,097,790			76,002,276			20,739,536
Swap agreements		139,039,383			47,564,510			140,207,453			15,178,900
Short-term U.S. government and agency obligations		—			(46,857	)		4,797			(46,857	)

Net realized gain (loss)		220,680,441			64,615,443			216,214,526			35,871,579

Change in net unrealized appreciation (depreciation) on
Futures contracts		(29,355,888	)		(38,652,527	)		(19,075,042	)		(39,404,490	)
Swap agreements		(57,934,788	)		(80,409,195	)		(46,575,112	)		(57,269,574	)
Short-term U.S. government and agency obligations		11,419			44,380			(20,504	)		8,842

Change in net unrealized appreciation (depreciation)		(87,279,257	)		(119,017,342	)		(65,670,658	)		(96,665,222	)

Net realized and unrealized gain (loss)		133,401,184			(54,401,899	)		150,543,868			(60,793,643	)

Net income (loss)	$	138,345,910		$	(51,724,297	)	$	158,221,508		$	(55,639,766	)

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA SILVER

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	403,584,744		$	429,115,334		$	390,146,373		$	414,285,878

Addition of 5,150,000, 700,000, 7,450,000 and 2,600,000 shares, respectively		186,406,170			20,692,563			244,780,900			71,924,842
Redemption of 4,050,000, 1,300,000, 6,500,000 and 2,450,000 shares, respectively		(157,507,303	)		(41,291,941	)		(222,319,260	)		(73,779,295	)

Net addition (redemption) of 1,100,000, (600,000), 950,000 and 150,000 shares, respectively		28,898,867			(20,599,378	)		22,461,640			(1,854,453	)

Net investment income (loss)		4,944,726			2,677,602			7,677,640			5,153,877
Net realized gain (loss)		220,680,441			64,615,443			216,214,526			35,871,579
Change in net unrealized appreciation (depreciation)		(87,279,257	)		(119,017,342	)		(65,670,658	)		(96,665,222	)

Net income (loss)		138,345,910			(51,724,297	)		158,221,508			(55,639,766	)

Shareholders’ equity, end of period	$	570,829,521		$	356,791,659		$	570,829,521		$	356,791,659

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	158,221,508		$	(55,639,766	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(669,157,487	)		(2,203,304,232	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		332,004,797			2,212,588,221
Net amortization and accretion on short-term U.S. government and agency obligations		(5,853,530	)		(5,008,810	)
Net realized (gain) loss on investments		(4,797	)		46,857
Change in unrealized (appreciation) depreciation on investments		46,595,616			57,260,732
Decrease (Increase) in receivable on open futures contracts		(3,689,701	)		(1,635,164	)
Decrease (Increase) in interest receivable		(333,110	)		29,902
Increase (Decrease) in payable to Sponsor		119,289			(45,532	)
Increase (Decrease) in payable on open futures contracts		(3,503,958	)		(1,948,902	)

Net cash provided by (used in) operating activities		(145,601,373	)		2,343,306

Cash flow from financing activities
Proceeds from addition of shares		247,509,728			71,924,842
Payment on shares redeemed		(222,319,260	)		(75,394,677	)

Net cash provided by (used in) financing activities		25,190,468			(3,469,835	)

Net increase (decrease) in cash		(120,410,905	)		(1,126,529	)
Cash, beginning of period		279,193,929			150,012,071

Cash, end of period	$	158,783,024		$	148,885,542

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2024 (unaudited)		December 31, 2023
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $49,941,817 and $–, respectively)	$	49,941,835	$	—
Cash		34,940,702		86,615,956
Segregated cash balances with brokers for futures contracts		120,823,595		210,845,154
Receivable on open futures contracts		26,176,118		50,510,206
Interest receivable		454,279		924,148

Total assets		232,336,529		348,895,464

Liabilities and shareholders’ equity
Liabilities
Brokerage commissions and futures account fees payable		16,333		36,088
Payable to Sponsor		184,998		303,633

Total liabilities		201,331		339,721

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		232,135,198		348,555,743

Total liabilities and shareholders’ equity	$	232,336,529	$	348,895,464

Shares outstanding (Note 1)		9,843,643		8,264,891

Net asset value per share (Note 1)	$	23.58	$	42.17

Market value per share (Note 1) (Note 2)	$	23.54	$	42.20

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	278,240,649		$	535,980,236		$	348,555,743		$	639,318,362
Addition of 7,030,000, 2,588,000, 9,850,000 and 4,262,000 shares, respectively (Note 1)		196,405,861			455,030,425			291,112,693			891,490,874
Redemption of 6,031,248, 710,000, 8,271,248 and 1,928,000 shares, respectively (Note 1)		(198,060,505	)		(134,212,073	)		(286,888,403	)		(495,948,790	)

Net addition (redemption) of 998,752, 1,878,000, 1,578,752 and 2,334,000 shares, respectively (Note 1)		(1,654,644	)		320,818,352			4,224,290			395,542,084

Net investment income (loss)		1,263,439			2,581,004			2,781,434			4,722,827
Net realized gain (loss)		(57,412,686	)		(426,300,356	)		(148,405,278	)		(608,541,564	)
Change in net unrealized appreciation (depreciation)		11,698,440			(45,315,177	)		24,979,009			(43,277,650	)

Net income (loss)		(44,450,807	)		(469,034,529	)		(120,644,835	)		(647,096,387	)

Shareholders’ equity, end of period	$	232,135,198		$	387,764,059		$	232,135,198		$	387,764,059

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(120,644,835	)	$	(647,096,387	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(145,539,355	)		(1,156,102,958	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		96,889,241			1,192,359,088
Net amortization and accretion on short-term U.S. government and agency obligations		(1,280,566	)		(1,530,731	)
Net realized (gain) loss on investments		(11,137	)		3,590
Change in unrealized (appreciation) depreciation on investments		(18	)		3,383
Decrease (Increase) in receivable on open futures contracts		24,334,088			159,024,755
Decrease (Increase) in interest receivable		469,869			293,885
Increase (Decrease) in payable to Sponsor		(118,635	)		(209,095	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(19,755	)		(14,116	)
Increase (Decrease) in payable on open futures contracts		—			1,707,397

Net cash provided by (used in) operating activities		(145,921,103	)		(451,561,189	)

Cash flow from financing activities
Proceeds from addition of shares		291,112,693			891,490,874
Payment on shares redeemed		(286,888,403	)		(495,948,790	)

Net cash provided by (used in) financing activities		4,224,290			395,542,084

Net increase (decrease) in cash		(141,696,813	)		(56,019,105	)
Cash, beginning of period		297,461,110			394,847,507

Cash, end of period	$	155,764,297		$	338,828,402

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	197,512,295		$	144,762,563		$	188,963,592		$	222,697,337

Addition of 4,200,000, 6,250,000, 12,650,000 and 11,550,000 shares, respectively		65,709,408			149,281,563			216,439,065			277,187,438
Redemption of 5,200,000, 7,600,000, 10,350,000 and 16,450,000 shares, respectively		(85,711,832	)		(202,147,862	)		(182,672,052	)		(448,012,080	)

Net addition (redemption) of (1,000,000), (1,350,000), 2,300,000 and (4,900,000) shares, respectively		(20,002,424	)		(52,866,299	)		33,767,013			(170,824,642	)

Net investment income (loss)		1,805,686			1,140,772			3,542,907			2,593,344
Net realized gain (loss)		(143,424	)		28,034,524			(12,652,246	)		55,649,291
Change in net unrealized appreciation (depreciation)		(1,552,095	)		(8,216,608	)		(36,001,228	)		2,739,622

Net income (loss)		110,167			20,958,688			(45,110,567	)		60,982,257

Shareholders’ equity, end of period	$	177,620,038		$	112,854,952		$	177,620,038		$	112,854,952

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(45,110,567	)	$	60,982,257
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(242,128,850	)		(378,541,825	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		190,006,779			394,924,819
Net amortization and accretion on short-term U.S. government and agency obligations		(2,612,937	)		(1,821,563	)
Net realized (gain) loss on investments		(6,779	)		11,783
Change in unrealized (appreciation) depreciation on investments		9,180			1,641
Decrease (Increase) in receivable on open futures contracts		(315,222	)		1,604,847
Decrease (Increase) in interest receivable		11,852			265,587
Increase (Decrease) in payable to Sponsor		408			(111,014	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(3,509	)		(220	)
Increase (Decrease) in payable on open futures contracts		152,793			(5,802,618	)

Net cash provided by (used in) operating activities		(99,996,852	)		71,513,694

Cash flow from financing activities
Proceeds from addition of shares		216,439,065			274,667,692
Payment on shares redeemed		(185,768,143	)		(444,081,787	)

Net cash provided by (used in) financing activities		30,670,922			(169,414,095	)

Net increase (decrease) in cash		(69,325,930	)		(97,900,401	)
Cash, beginning of period		141,574,168			139,811,511

Cash, end of period	$	72,248,238		$	41,911,110

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	1,577,496		$	1,344,889		$	2,924,574		$	2,531,641

Expenses
Management fee		310,060			302,274			572,504			599,136
Brokerage commissions		304,998			233,647			566,252			443,288
Futures account fees		10,978			26,758			27,011			56,367

Total expenses		626,036			562,679			1,165,767			1,098,791

Net investment income (loss)		951,460			782,210			1,758,807			1,432,850

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(44,563,292	)		48,736,428			91,065			232,145,072
Short-term U.S. government and agency obligations		—			1,415			(1,743	)		(1,263	)

Net realized gain (loss)		(44,563,292	)		48,737,843			89,322			232,143,809

Change in net unrealized appreciation (depreciation) on
Futures contracts		20,547,016			(61,246,927	)		44,377,650			(106,199,730	)
Short-term U.S. government and agency obligations		3,543			(3,173	)		(603	)		(10,168	)

Change in net unrealized appreciation (depreciation)		20,550,559			(61,250,100	)		44,377,047			(106,209,898	)

Net realized and unrealized gain (loss)		(24,012,733	)		(12,512,257	)		44,466,369			125,933,911

Net income (loss)	$	(23,061,273	)	$	(11,730,047	)	$	46,225,176		$	127,366,761

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	94,345,355		$	146,981,760		$	140,963,092		$	134,109,520

Addition of 7,400,000, 13,200,000, 14,000,000 and 27,700,000 shares, respectively (Note 1)		367,052,728			457,417,060			697,107,902			833,426,697
Redemption of 5,650,000, 12,200,000, 13,950,000 and 32,500,000 shares, respectively (Note 1)		(291,044,383	)		(451,343,810	)		(737,003,743	)		(953,578,015	)

Net addition (redemption) of 1,750,000, 1,000,000, 50,000 and (4,800,000) shares, respectively (Note 1)		76,008,345			6,073,250			(39,895,841	)		(120,151,318	)

Net investment income (loss)		951,460			782,210			1,758,807			1,432,850
Net realized gain (loss)		(44,563,292	)		48,737,843			89,322			232,143,809
Change in net unrealized appreciation (depreciation)		20,550,559			(61,250,100	)		44,377,047			(106,209,898	)

Net income (loss)		(23,061,273	)		(11,730,047	)		46,225,176			127,366,761

Shareholders’ equity, end of period	$	147,292,427		$	141,324,963		$	147,292,427		$	141,324,963

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	46,225,176		$	127,366,761
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(188,049,532	)		(119,017,542	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		99,796,807			146,569,111
Net amortization and accretion on short-term U.S. government and agency obligations		(1,225,504	)		(910,302	)
Net realized (gain) loss on investments		1,743			1,263
Change in unrealized (appreciation) depreciation on investments		603			10,168
Decrease (Increase) in receivable on open futures contracts		(3,375,096	)		7,788,147
Decrease (Increase) in interest receivable		110,095			46,314
Increase (Decrease) in payable to Sponsor		4,138			(37,995	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(7,188	)		951
Increase (Decrease) in payable on open futures contracts		26,716			6,151,798

Net cash provided by (used in) operating activities		(46,492,042	)		167,968,674

Cash flow from financing activities
Proceeds from addition of shares		706,719,280			830,673,700
Payment on shares redeemed		(732,066,710	)		(944,455,593	)

Net cash provided by (used in) financing activities		(25,347,430	)		(113,781,893	)

Net increase (decrease) in cash		(71,839,472	)		54,186,781
Cash, beginning of period		108,608,640			44,482,540

Cash, end of period	$	36,769,168		$	98,669,321

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	32,786,134	$	34,758,230
Segregated cash balances with brokers for foreign currency forward contracts		4,412,112		6,332,112
Unrealized appreciation on foreign currency forward contracts		937,816		38,029
Interest receivable		138,184		159,359

Total assets		38,274,246		41,287,730

Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		29,396		33,372
Unrealized depreciation on foreign currency forward contracts		17,867		1,886,808

Total liabilities		47,263		1,920,180

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		38,226,983		39,367,550

Total liabilities and shareholders’ equity	$	38,274,246	$	41,287,730

Shares outstanding		1,200,000		1,350,000

Net asset value per share	$	31.86	$	29.16

Market value per share (Note 2)	$	31.83	$	29.15

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	12,481,663	$	9,309,908
Segregated cash balances with brokers for futures contracts		595,000		261,450
Segregated cash balances with brokers for swap agreements		2,621,079		2,375,125
Unrealized appreciation on swap agreements		408,700		—
Receivable on open futures contracts		—		17,324
Interest receivable		55,422		41,501

Total assets		16,161,864		12,005,308

Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		17,400		—
Payable to Sponsor		12,673		9,708
Unrealized depreciation on swap agreements		—		199,821

Total liabilities		30,073		209,529

Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		16,131,791		11,795,779

Total liabilities and shareholders’ equity	$	16,161,864	$	12,005,308

Shares outstanding		746,977		446,977

Net asset value per share	$	21.60	$	26.39

Market value per share (Note 2)	$	21.67	$	26.37

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Gold Futures - COMEX, expires August 2024		58	$	13,569,680	$	167,105

Total Return Swap Agreements


	Rate Paid (Received) *			Termination Date		Notional Amount at Value **			Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Gold Subindex		0.25	%		07/08/24	$	(4,325,519	)	$	94,178
Swap agreement with Goldman Sachs International based on Bloomberg Gold Subindex		0.20			07/08/24		(5,669,086	)		123,607
Swap agreement with UBS AG based on Bloomberg Gold Subindex		0.25			07/08/24		(8,768,527	)		190,915

							Total Unrealized Appreciation		$	408,700

^	The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

**	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

Futures Contracts Sold


	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Silver Futures - COMEX, expires September 2024		706	$	104,346,800	$	882,431

Total Return Swap Agreements


	Rate Paid (Received) *			Termination Date		Notional Amount at Value **			Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Silver Subindex		0.25	%		07/08/24	$	(21,477,041	)	$	1,555,716
Swap agreement with Goldman Sachs International based on Bloomberg Silver Subindex		0.25			07/08/24		(11,791,490	)		854,131
Swap agreement with Morgan Stanley & Co. International PLC based on Bloomberg Silver Subindex		0.30			07/08/24		(1,626,512	)		117,766
Swap agreement with UBS AG based on Bloomberg Silver Subindex		0.25			07/08/24		(13,101,894	)		949,050

							Total Unrealized Appreciation		$	3,476,663

^	The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

*	Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

**	For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	597,421		$	323,734		$	978,854		$	523,812

Expenses
Management fee		139,041			82,417			230,179			142,585
Brokerage commissions		13,863			8,958			19,887			14,661

Total expenses		152,904			91,375			250,066			157,246

Net investment income (loss)		444,517			232,359			728,788			366,566

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(7,210,938	)		3,460,638			(2,337,230	)		4,792,636
Swap agreements		(8,859,200	)		(2,347,042	)		(7,952,888	)		(965,417	)
Short-term U.S. government and agency obligations		—			(906	)		—			(906	)

Net realized gain (loss)		(16,070,138	)		1,112,690			(10,290,118	)		3,826,313

Change in net unrealized appreciation (depreciation) on
Futures contracts		943,651			1,782,960			(806,615	)		1,899,423
Swap agreements		3,959,173			3,867,334			4,290,837			2,567,635

Change in net unrealized appreciation (depreciation)		4,902,824			5,650,294			3,484,222			4,467,058

Net realized and unrealized gain (loss)		(11,167,314	)		6,762,984			(6,805,896	)		8,293,371

Net income (loss)	$	(10,722,797	)	$	6,995,343		$	(6,077,108	)	$	8,659,937

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	24,245,029		$	20,335,691		$	65,149,686		$	31,932,799

Addition of 7,600,000, 2,450,000, 9,000,000 and 3,100,000 shares, respectively		90,286,838			41,523,335			116,105,726			55,312,875
Redemption of 2,250,000, 2,600,000, 5,800,000 and 3,800,000 shares, respectively		(27,610,327	)		(49,563,896	)		(98,979,561	)		(76,615,138	)

Net addition (redemption) of 5,350,000, (150,000), 3,200,000 and (700,000) shares, respectively		62,676,511			(8,040,561	)		17,126,165			(21,302,263	)

Net investment income (loss)		444,517			232,359			728,788			366,566
Net realized gain (loss)		(16,070,138	)		1,112,690			(10,290,118	)		3,826,313
Change in net unrealized appreciation (depreciation)		4,902,824			5,650,294			3,484,222			4,467,058

Net income (loss)		(10,722,797	)		6,995,343			(6,077,108	)		8,659,937

Shareholders’ equity, end of period	$	76,198,743		$	19,290,473		$	76,198,743		$	19,290,473

See accompanying notes to financial statements.

Table of Contents

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(6,077,108	)	$	8,659,937
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		—			(14,880,254	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		—			14,937,156
Net amortization and accretion on short-term U.S. government and agency obligations		—			(57,808	)
Net realized (gain) loss on investments		—			906
Change in unrealized (appreciation) depreciation on investments		(4,290,837	)		(2,567,635	)
Decrease (Increase) in receivable on open futures contracts		329,629			(185,697	)
Decrease (Increase) in interest receivable		(78,721	)		(1,333	)
Increase (Decrease) in payable to Sponsor		15,561			(1,521	)
Increase (Decrease) in payable on open futures contracts		823,698			5,550

Net cash provided by (used in) operating activities		(9,277,778	)		5,909,301

Cash flow from financing activities
Proceeds from addition of shares		116,451,750			56,285,664
Payment on shares redeemed		(98,979,561	)		(74,565,831	)

Net cash provided by (used in) financing activities		17,472,189			(18,280,167	)

Net increase (decrease) in cash		8,194,411			(12,370,866	)
Cash, beginning of period		64,596,871			32,583,283

Cash, end of period	$	72,791,282		$	20,212,417

See accompanying notes to financial statements.

Table of Contents

PROSHARES VIX

MID-TERM

FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	84,603,064		$	67,306,087		$	37,866,143		$	84,014,959

Addition of 5,250,000, 575,000, 8,625,000 and 850,000 shares, respectively		80,762,930			14,067,422			135,188,877			21,818,758
Redemption of 8,250,000, 675,000, 8,550,000 and 1,200,000 shares, respectively		(124,949,446	)		(15,826,124	)		(129,715,182	)		(29,525,260	)

Net addition (redemption) of (3,000,000), (100,000), 75,000 and (350,000) shares, respectively		(44,186,516	)		(1,758,702	)		5,473,695			(7,706,502	)

Net investment income (loss)		838,943			492,463			1,231,053			969,651
Net realized gain (loss)		(8,949,418	)		(6,943,333	)		(15,054,609	)		(22,764,053	)
Change in net unrealized appreciation (depreciation)		1,095,379			(9,675,102	)		3,885,170			(5,092,642	)

Net income (loss)		(7,015,096	)		(16,125,972	)		(9,938,386	)		(26,887,044	)

Shareholders’ equity, end of period	$	33,401,452		$	49,421,413		$	33,401,452		$	49,421,413

See accompanying notes to financial statements.

Table of Contents

PROSHARES VIX

MID-TERM

FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(9,938,386	)	$	(26,887,044	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(49,330,764	)		(254,817,825	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		3,278			305,000,000
Net amortization and accretion on short-term U.S. government and agency obligations		(189,132	)		(305,478	)
Net realized (gain) loss on investments		(3,278	)		—
Change in unrealized (appreciation) depreciation on investments		(2,519	)		5,651
Decrease (Increase) in receivable on open futures contracts		(10,685,557	)		142,794
Decrease (Increase) in interest receivable		(79,106	)		(101,568	)
Increase (Decrease) in payable to Sponsor		43,729			(19,128	)
Increase (Decrease) in brokerage commissions and futures account fees payable		1,208			995
Increase (Decrease) in payable on open futures contracts		—			962,275

Net cash provided by (used in) operating activities		(70,180,527	)		23,980,672

Cash flow from financing activities
Proceeds from addition of shares		135,188,877			21,818,758
Payment on shares redeemed		(56,875,919	)		(29,525,260	)

Net cash provided by (used in) financing activities		78,312,958			(7,706,502	)

Net increase (decrease) in cash		8,132,431			16,274,170
Cash, beginning of period		37,611,189			33,959,989

Cash, end of period	$	45,743,620		$	50,234,159

See accompanying notes to financial statements.

Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	1,619,921		$	2,440,291		$	3,378,183		$	4,560,852

Expenses
Management fee		310,061			530,826			646,437			1,048,314
Brokerage commissions		39,404			95,391			79,663			191,888
Futures account fees		31,267			48,732			64,538			99,391

Total expenses		380,732			674,949			790,638			1,339,593

Net investment income (loss)		1,239,189			1,765,342			2,587,545			3,221,259

Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(27,512,354	)		(127,229,299	)		(59,271,318	)		(173,326,001	)
Short-term U.S. government and agency obligations		—			(10,613	)		4,830			(10,605	)

Net realized gain (loss)		(27,512,354	)		(127,239,912	)		(59,266,488	)		(173,336,606	)

Change in net unrealized appreciation (depreciation) on
Futures contracts		4,018,755			(21,324,056	)		7,003,274			(20,176,064	)
Short-term U.S. government and agency obligations		3,454			20,803			(11,885	)		2,837

Change in net unrealized appreciation (depreciation)		4,022,209			(21,303,253	)		6,991,389			(20,173,227	)

Net realized and unrealized gain (loss)		(23,490,145	)		(148,543,165	)		(52,275,099	)		(193,509,833	)

Net income (loss)	$	(22,250,956	)	$	(146,777,823	)	$	(49,687,554	)	$	(190,288,574	)

See accompanying notes to financial statements.

Table of Contents

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	162,936,051		$	226,765,204		$	157,321,746		$	266,580,320

Addition of 3,700,000, 4,460,000, 7,500,000 and 6,760,000 shares, respectively		42,851,982			159,301,302			95,632,291			267,768,654
Redemption of 2,600,000, 255,000, 3,950,000 and 2,210,000 shares, respectively		(35,117,049	)		(9,060,853	)		(54,846,455	)		(113,832,570	)
Net addition (redemption) of 1,100,000, 4,205,000, 3,550,000 and 4,550,000 shares, respectively		7,734,933			150,240,449			40,785,836			153,936,084

Net investment income (loss)		1,239,189			1,765,342			2,587,545			3,221,259

Net realized gain (loss)		(27,512,354	)		(127,239,912	)		(59,266,488	)		(173,336,606	)
Change in net unrealized appreciation (depreciation)		4,022,209			(21,303,253	)		6,991,389			(20,173,227	)

Net income (loss)		(22,250,956	)		(146,777,823	)		(49,687,554	)		(190,288,574	)

Shareholders’ equity, end of period	$	148,420,028		$	230,227,830		$	148,420,028		$	230,227,830

See accompanying notes to financial statements.

Table of Contents

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

(unaudited)

NOTE 1 - ORGANIZATION

ProShares Trust II (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of June 30, 2024, the following sixteen series of the Trust have commenced investment operations: (i) ProShares VIX Short-Term Futures ETF and ProShares VIX

Mid-Term

Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”); (ii) ProShares Short VIX Short-Term Futures ETF and ProShares Ultra VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iii) ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Bloomberg Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Fund. The Shares of each Fund, other than the Matching VIX Funds and the Geared VIX Funds, are listed on the NYSE Arca, Inc. (“NYSE Arca”). The Matching VIX Funds and the Geared VIX Funds are listed on the Cboe BZX Exchange (“Cboe BZX”). The Leveraged Funds and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in these Notes to Financial Statements. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in these Notes to Financial Statements.

The Trust had no operations prior to November 24, 2008, other than matters relating to its organization, the registration of each series under the Securities Act of 1933, as amended, and the sale and issuance to ProShare Capital Management LLC (the “Sponsor”) of fourteen Shares at an aggregate purchase price of $350 in each of the following Funds: ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Euro and ProShares Ultra Yen.

Groups of Funds are collectively referred to in several different ways. References to “Short Funds,” “UltraShort Funds,” or “Ultra Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks. References to “Commodity Index Funds,” “Commodity Funds” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories.

The “Short” Fund seeks daily investment results, before fees and expenses, that correspond to

one-half

the inverse

(-0.5x)

of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of its corresponding benchmark. Each “Ultra” Fund seeks daily investment results, before fees and expenses, that correspond to either one and

one-half

times (1.5x) or two times (2x) the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results, before fees and expenses, both for a

single day

and over time, that match (1x) the performance of its corresponding benchmark. Daily performance is measured from the calculation of each Fund’s net asset value (“NAV”) to the Fund’s next NAV calculation.

The Geared Funds do not seek to achieve their stated investment objectives over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Accordingly, results over periods of time greater than a single day should not be expected to be a simple multiple (e.g.,

-0.5x,

-2x,

1.5x, or 2x) of the period return of the corresponding benchmark and will likely differ significantly.

Share Splits and Reverse Share Splits

The table below includes forward and reverse Share splits for the Funds during the six months June 30, 2024, and during the year ended December 31, 2023. The ticker symbols for these Funds did not change, and each Fund continues to trade on its primary listing exchange, as applicable.


Fund	Execution Date (Prior to Opening of Trading)	Type of Split	Date Trading Resumed at Post-Split Price
ProShares VIX Short-Term Futures	June 22, 2023	1-for-5 reverse Share split	June 23, 2023
ProShares Ultra VIX Short-Term Futures	June 22, 2023	1-for-10 reverse Share split	June 23, 2023
ProShares Ultra Bloomberg Natural Gas	June 22, 2023	1-for-20 reverse Share split	June 23, 2023
ProShares Short VIX Short-Term Futures	April 10, 2024	2-for-1 forward Share split	April 11, 2024
ProShares UltraShort Bloomberg Natural Gas	April 10, 2024	2-for-1 forward Share split	April 11, 2024
ProShares Ultra VIX Short-Term Futures	April 10, 2024	1-for-5 reverse Share split	April 11, 2024

The reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each of the Funds, and resulted in a proportionate increase in the price per Share and per Share information of each such Fund. Therefore, the reverse splits did not change the aggregate net asset value of a shareholder’s investment at the time of the reverse split.

Table of Contents

The forward splits were applied retroactively for all periods presented, increasing the number of Shares outstanding for each of the Funds, and resulted in a proportionate decrease in the price per Share and per Share information of each such Fund. Therefore, the forward splits did not change the aggregate net asset value of a shareholder’s investment at the time of the forward split.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Each Fund is an investment company, as defined by Financial Accounting Standards Board (“FASB”)

Accounting

Standards Codification (“ASC”) Topic 946 “Financial Services — Investment Companies.” As such, the Funds follow the investment company accounting and reporting guidance. The following is a summary of significant accounting policies followed by each Fund, as applicable, in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and with the instructions for Form

10-Q

and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s and the Funds’ financial statements included in the Trust’s Annual Report on Form

10-K

for the year ended December 31, 2023, as filed with the SEC on February 28, 2024.

Use of Estimates & Indemnifications

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In the normal course of business, the Trust enters into contracts that contain a variety of representations which provide general indemnifications. The Trust’s maximum exposure under these arrangements cannot be known; however, the Trust expects any risk of material or significant loss to be remote.

Basis of Presentation

Pursuant to rules and regulations of the SEC, these financial statements are presented for the Trust as a whole, as the SEC registrant, and for each Fund individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Fund shall be enforceable only against the assets of such Fund and not against the assets of the Trust generally or any other Fund. Accordingly, the assets of each Fund of the Trust include only those funds and other assets that are paid to, held by or distributed to the Trust for the purchase of Shares in that Fund.

Statements of Cash Flows

The cash amounts shown in the Statements of Cash Flows are the amounts reported as cash in the Statements of Financial Condition dated June 30, 2024 and 2023, and represents cash, segregated cash balances with brokers for futures contracts, segregated cash with brokers for swap agreements and segregated cash with brokers for foreign currency forward agreements but does not include short-term investments.

Table of Contents

Final Net Asset Value for Fiscal Period

The

cut-off

times and the times of the calculation of the Funds’ final net asset value for creation and redemption of fund Shares for the six months ended June 30, 2024 were typically as follows. All times are Eastern Standard Time:


Fund	Create/Redeem Cut-off*	NAV Calculation Time	NAV Calculation Date
Ultra Silver and UltraShort Silver	1:00 p.m.	1:25 p.m.	June 28, 2024
Ultra Gold and UltraShort Gold	1:00 p.m.	1:30 p.m.	June 28, 2024
Ultra Bloomberg Crude Oil,
Ultra Bloomberg Natural Gas,
UltraShort Bloomberg Crude Oil and
UltraShort Bloomberg Natural Gas	2:00 p.m.	2:30 p.m.	June 28, 2024
Ultra Euro,
Ultra Yen,
UltraShort Euro and
UltraShort Yen	3:00 p.m.	4:00 p.m.	June 28, 2024
Short VIX Short-Term Futures ETF,
Ultra VIX Short-Term Futures ETF,
VIX Mid-Term Futures ETF and
VIX Short-Term Futures ETF	2:00 p.m.	4:00 p.m.	June 28, 2024

*	Although the Funds’ shares may continue to trade on secondary markets subsequent to the calculation of the final NAV, these times represent the final opportunity to transact in creation or redemption units for the six months ended June 30, 2024.

Market value per Share is determined at the close of the applicable primary listing exchange and may be from when the Funds’ NAV per Share is calculated.

For financial reporting purposes, the Funds value transactions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain of the Funds’ final creation/redemption NAV for the six months ended June 30, 2024.

Investment Valuation

Short-term investments are valued at amortized cost which approximates fair value for daily NAV purposes. For financial reporting purposes, short-term investments are valued at their market price using information provided by a third-party pricing service or market quotations. In each of these situations, valuations are typically categorized as Level I in the fair value hierarchy.

Repurchase agreements are generally valued at amortized cost, provided such amounts approximate fair value. These instruments are classified as Level II in the fair value hierarchy.

Derivatives (e.g., futures contracts, options, swap agreements, forward agreements and foreign currency forward contracts) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver and UltraShort Euro Fund, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver and UltraShort Euro Fund are generally valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are generally valued at the last settled price. Futures contracts valuations are typically categorized as Level I in the fair value hierarchy. Swap agreements, forward agreements and foreign currency forward contracts valuations are typically categorized as Level II in the fair value hierarchy. The Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position. Such fair value prices would generally be determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with industry standards. The Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level II or Level III in the fair value hierarchy.

Fair value pricing may require subjective determinations about the value of an investment. While the Funds’ policies are intended to result in a calculation of its respective Fund’s NAV that fairly reflects investment values as of the time of pricing, such Fund cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that a Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by such Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

Table of Contents

Fair Value of Financial Instruments

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The disclosure requirements establish a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Funds (observable inputs); and (2) the Funds’ own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the disclosure requirements hierarchy are as follows:

Level I — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level II — Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level III — Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

In some instances, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest input level that is significant to the fair value measurement in its entirety.

Fair value measurements 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.

The following table summarizes the valuation of investments at June 30, 2024 using the fair value hierarchy:


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
Fund	Short-Term U.S. Government and Agencies		Futures Contracts *			Foreign Currency Forward Contracts			Swap Agreements			Total
ProShares Short VIX Short-Term Futures ETF	$	169,047,283	$	3,835,199		$	—		$	—		$	172,882,482
ProShares Ultra Bloomberg Crude Oil		387,833,913		12,882,445			—			55,947,592			456,663,950
ProShares Ultra Bloomberg Natural Gas		—		(153,035,669	)		—			—			(153,035,669	)
ProShares Ultra Euro		—		—			(140,398	)		—			(140,398	)
ProShares Ultra Gold		194,012,992		(767,692	)		—			(6,552,657	)		186,692,643
ProShares Ultra Silver		457,266,538		(6,674,294	)		—			(49,402,333	)		401,189,911
ProShares Ultra VIX Short-Term Futures ETF		49,941,835		(6,204,920	)		—			—			43,736,915
ProShares Ultra Yen		—		—			(2,902,058	)		—			(2,902,058	)
ProShares UltraShort Bloomberg Crude Oil		104,416,492		(13,555,729	)		—			—			90,860,763
ProShares UltraShort Bloomberg Natural Gas		89,475,883		40,824,143			—			—			130,300,026
ProShares UltraShort Euro		—		—			919,949			—			919,949
ProShares UltraShort Gold		—		167,105			—			408,700			575,805
ProShares UltraShort Silver		—		882,431			—			3,476,663			4,359,094
ProShares UltraShort Yen		—		—			3,156,094			—			3,156,094
ProShares VIX Mid-Term Futures ETF		49,522,415		136,975			—			—			49,659,390
ProShares VIX Short-Term Futures ETF		64,756,617		(2,660,820	)		—			—			62,095,797

Combined Trust:	$	1,566,273,968	$	(124,170,826	)	$	1,033,587		$	3,877,965		$	1,447,014,694

*	Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

Table of Contents

The following table summarizes the valuation of investments at December 31, 2023 using the fair value hierarchy:


	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
Fund	Short-Term U.S. Government and Agencies		Futures Contracts *			Foreign Currency Forward Contracts			Swap Agreements			Total
ProShares Short VIX Short-Term Futures ETF	$	109,410,342	$	12,640,624		$	—		$	—		$	122,050,966
ProShares Ultra Bloomberg Crude Oil		233,476,941		(3,515,232	)		—			17,954,935			247,916,644
ProShares Ultra Bloomberg Natural Gas		64,459,117		43,607,070			—			—			108,066,187
ProShares Ultra Euro		—		—			306,949			—			306,949
ProShares Ultra Gold		59,507,594		4,096,275			—			3,078,593			66,682,462
ProShares Ultra Silver		114,276,025		12,400,748			—			(2,827,221	)		123,849,552
ProShares Ultra VIX Short-Term Futures ETF		—		(31,183,911	)		—			—			(31,183,911	)
ProShares Ultra Yen		—		—			1,519,285			—			1,519,285
ProShares UltraShort Bloomberg Crude Oil		49,683,885		22,436,319			—			—			72,120,204
ProShares UltraShort Bloomberg Natural Gas		—		(3,553,507	)		—			—			(3,553,507	)
ProShares UltraShort Euro		—		—			(1,848,779	)		—			(1,848,779	)
ProShares UltraShort Gold		—		(144,231	)		—			(199,821	)		(344,052	)
ProShares UltraShort Silver		—		1,689,046			—			(814,174	)		874,872
ProShares UltraShort Yen		—		—			(1,311,925	)		—			(1,311,925	)
ProShares VIX Mid-Term Futures ETF		—		(3,745,676	)		—			—			(3,745,676	)
ProShares VIX Short-Term Futures ETF		59,660,373		(9,664,094	)		—			—			49,996,279

Combined Trust:	$	690,474,277	$	45,063,431		$	(1,334,470	)	$	17,192,312		$	751,395,550

*	Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

There were no transfers into or out of Level 3 for the quarter ended June 30, 2024 or the year ended December 31, 2023.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.

Investment Transactions and Related Income

Investment transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation (depreciation) on open contracts are reflected in the Statements of Financial Condition and changes in the unrealized appreciation (depreciation) between periods are reflected in the Statements of Operations.

Interest income is generally recognized on an accrual basis and includes the amortization of discount on short-term U.S. government and agency obligations and is reflected in the Statement of Operations. Additionally, interest income may be earned on Repurchase Agreements and/or cash held on deposit with brokers for futures contracts.

Table of Contents

Brokerage Commissions and Futures Account Fees

Each Fund pays its respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees,

give-up

fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission (“CFTC”) regulated investments. The effects of trading spreads, financing costs/fees associated with Financial Instruments, and costs relating to the purchase of U.S. Treasury securities or similar high credit quality short-term fixed-income would also be borne by the Funds. Brokerage commissions on futures contracts are recognized on a half-turn basis (e.g., the first half is recognized when the contract is purchased (opened) and the second half is recognized when the transaction is closed). The Sponsor is currently paying brokerage commissions on VIX futures contracts for the Matching VIX Funds that exceed variable create/redeem fees collected by more than 0.02% of the Matching VIX Fund’s average net assets annually.

Federal Income Tax

Each Fund is registered as a series of a Delaware statutory trust and is treated as a partnership for U.S. federal income tax purposes. Accordingly, no Fund expects to incur U.S. federal income tax liability; rather, each beneficial owner of a Fund’s Shares is required to take into account its allocable share of its Fund’s income, gain, loss, deductions and other items for its Fund’s taxable year ending with or within the beneficial owner’s taxable year.

Management of the Funds has reviewed all open tax years and major jurisdictions (i.e., last three years and the interim tax period since then, as applicable) and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. The Funds are also 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. On an ongoing basis, management monitors its tax positions taken under the interpretation to determine if adjustments to conclusions are necessary based on factors including, but not limited to,

on-going

analysis of tax law, regulation, and interpretations thereof.

NOTE 3 – INVESTMENTS

Short-Term Investments

The Funds may purchase U.S. Treasury Bills, agency securities, and other high-credit quality short-term fixed income or similar securities with original maturities of one year or less. A portion of these investments may be posted as collateral in connection with swap agreements, futures, and/or forward contracts.

Repurchase Agreements

The Funds may enter into repurchase agreements. Repurchase agreements are primarily used by the Funds as short-term investments for cash positions. Under a repurchase agreement, a Fund purchases one or more debt securities and simultaneously agrees to sell those securities back to the seller at a mutually agreed-upon future price and date, normally one day or a few days later. The resale price is 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 Funds follow certain procedures designed to minimize the risks inherent in such agreements. These procedures include affecting repurchase transactions generally with major global financial institutions whose creditworthiness is monitored by the Advisor. In addition, the value of the collateral underlying the repurchase agreement is required to be at least equal to the repurchase price, including any accrued interest income earned on the repurchase agreement. The collateral underlying the repurchase agreement is held by the Fund’s custodian. A repurchase agreement is subject to the risk that the counterparty to the repurchase agreement that sells the securities may default on its obligation to repurchase them. In this circumstance, a Fund may lose money because it may not be able to sell the securities at the agreed upon time and price, the securities may lose value before they can be sold, the selling institution may declare bankruptcy, or the Fund may have difficulty exercising rights to the collateral. During periods of high demand for repurchase agreements, the Funds may be unable to invest available cash in these instruments to the extent desired by the Advisor.

At June 30, 2024, the Trust did not have any open repurchase agreements.

Accounting for Derivative Instruments

In seeking to achieve each Fund’s investment objective, the Sponsor uses a mathematical approach to investing. Using this approach, the Sponsor determines the type, quantity and mix of investment positions, including derivative positions, which the Sponsor believes in combination, should produce returns consistent with a Fund’s objective.

Table of Contents

All open derivative positions at period end are reflected on each respective Fund’s Schedule of Investments. Certain Funds utilized a varying level of derivative instruments in conjunction with investment securities in seeking to meet their investment objectives during the period. While the volume of open positions may vary on a daily basis as each Fund transacts derivatives contracts in order to achieve the appropriate exposure to meet its investment objective, the volume of these open positions relative to the net assets of each respective Fund at the date of this report is generally representative of open positions throughout the reporting period.

Following is a description of the derivative instruments used by the Funds during the reporting period, including the primary underlying risk exposures related to each instrument type.

Futures Contracts

The Funds may enter into futures contracts to gain exposure to changes in the value of, or as a substitute for investing directly in (or shorting), an underlying Index, currency or commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of asset at a specified time and place. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity, if applicable, or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery, or by cash settlement at expiration of contract.

Upon entering into a futures contract, each Fund is required to deposit and maintain as collateral at least such initial margin as required by the exchange on which the transaction is affected. The initial margin is segregated as cash and/or securities balances with brokers for futures contracts, as disclosed in the Statements of Financial Condition, and is restricted as to its use. The Funds that enter into futures contracts maintain collateral at the broker in the form of cash and/or securities. Pursuant to the futures contract, each Fund generally agrees to receive from or pay to the broker(s) an amount of cash equal to the daily fluctuation in value of the futures contract. Such receipts or payments are known as variation margin and are recorded by each Fund as unrealized gains or losses. Each Fund will realize a gain or loss upon closing of a futures transaction.

Futures contracts involve, to varying degrees, elements of market risk (specifically exchange rate sensitivity, commodity price risk or equity market volatility risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure each Fund has in the particular classes of instruments. Additional risks associated with the use of futures contracts are imperfect correlation between movements in the price of the futures contracts and the market value of the underlying Index or commodity and the possibility of an illiquid market for a futures contract. With futures contracts, there is minimal but some counterparty risk to the Funds since futures contracts are exchange-traded and the credit risk resides with the Funds’ clearing broker or clearinghouse itself. 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 times during the trading day. Futures contracts 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 Fund to substantial losses. If trading is not possible, or if a Fund determines not to close a futures position in anticipation of adverse price movements, the Fund will be required to make daily cash payments of variation margin. The risk the Fund 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.

Option Contracts

An option is a contract that gives the buyer the right, but not the obligation, to buy or sell a specified quantity of a commodity or other instrument at a specific (or strike) price within a specified period of time, regardless of the market price of that instrument. There are two types of options: calls and puts. A call option conveys to the option buyer the right to purchase a particular futures contract at a stated price at any time during the life of the option. A put option conveys to the option buyer the right to sell a particular futures contract at a stated price at any time during the life of the option. Options written by a Fund may be wholly or partially covered (meaning that the Fund holds an offsetting position) or uncovered. In the case of the purchase of an option, the risk of loss of an investor’s entire investment (i.e., the premium paid plus transaction charges) reflects the nature of an option as a wasting asset that may become worthless when the option expires. Where an option is written or granted (i.e., sold) uncovered, the seller may be liable to pay substantial additional margin, and the risk of loss is unlimited, as the seller will be obligated to deliver, or take delivery of, an asset at a predetermined price which may, upon exercise of the option, be significantly different from the market value.

When a Fund writes a call or put, an amount equal to the premium received is recorded and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against amounts paid on the underlying futures, swap, security or currency transaction to determine the realized gain (loss).

Table of Contents

When a Fund purchases an option, the Fund pays a premium which is included as an asset on the Statement of Financial Condition and subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. The risk associated with purchasing put and call options is limited to the premium paid. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying investment transaction to determine the realized gain (loss) when the underlying transaction is executed.

Certain options transactions may subject the writer (seller) to unlimited risk of loss in the event of an increase in the price of the contract to be purchased or delivered. The value of a Fund’s options transactions, if any, will be affected by, among other things, changes in the value of a Fund’s underlying benchmark relative to the strike price, changes in interest rates, changes in the actual and implied volatility of the Fund’s underlying benchmark, and the remaining time until the options expire, or any combination thereof. The value of the options should not be expected to increase or decrease at the same rate as the level of the Fund’s underlying benchmark, which may contribute to tracking error. Options may be less liquid than certain other securities. A Fund’s ability to trade options will be dependent on the willingness of counterparties to trade such options with the Fund. In a less liquid market for options, a Fund may have difficulty closing out certain option positions at desired times and prices. A Fund may experience substantial downside from specific option positions and certain option positions may expire worthless.

Over-the-counter

options generally are not assignable except by agreement between the parties concerned, and no party or purchaser has any obligation to permit such assignments. The

over-the-counter

market for options is relatively illiquid, particularly for relatively small transactions. The use of options transactions exposes a Fund to liquidity risk and counterparty credit risk, and in certain circumstances may expose the Fund to unlimited risk of loss. The Funds may buy and sell options on futures contracts, which may present even greater volatility and risk of loss.

Each Oil Fund (ProShares UltraShort Bloomberg Crude Oil and ProShares Ultra Bloomberg Crude Oil) may, but is not required to, seek to use swap agreements or options strategies that limit losses (i.e., have “floors”) or are otherwise designed to prevent the Fund’s net asset value from going to zero. These investment strategies will not prevent an Oil Fund from losing value, and their use may not prevent a Fund’s NAV from going to zero. Rather, they are intended to allow an Oil Fund to preserve a small portion of its value in the event of significant movements in its benchmark or Financial Instruments based on its benchmark. There can be no guarantee that an Oil Fund will be able to implement such strategies, continue to use such strategies, or that such strategies will be successful. Each Oil Fund will incur additional costs as a result of using such strategies. Use of strategies designed to limit losses may also place “caps” or “ceilings” on performance and could significantly limit Fund gains, could cause a Fund to perform in a manner not consistent with its investment objective and could otherwise have a significant impact on Fund performance.

Swap Agreements

Certain of the Funds enter into swap agreements for purposes of pursuing their investment objectives or as a substitute for investing directly in (or shorting) an underlying Index, currency or commodity, or to create an economic hedge against a position. Swap agreements are

two-party

contracts that have traditionally been entered into primarily with institutional investors in

over-the-counter

(“OTC”) markets for a specified period, ranging from a day to more than one year. However, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) provides for significant reforms of the OTC derivative markets, including a requirement to execute certain swap transactions on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. In a standard swap transaction, two parties agree to exchange the returns earned or realized on a particular predetermined investment, instrument or Index in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. Transaction or commission costs are reflected in the benchmark level at which the transaction is entered into. The gross returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap is linked. Swap agreements do not involve the delivery of underlying instruments.

Table of Contents

Generally, swap agreements entered into by the Funds calculate and settle the obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, each Fund’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 such obligations (or rights) (the “net amount”). In a typical swap agreement entered into by a Matching VIX Fund or Ultra Fund, the Matching VIX Fund or Ultra Fund would be entitled to settlement payments in the event the level of the benchmark increases and would be required to make payments to the swap counterparties in the event the level of the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay. In a typical swap agreement entered into by a Short Fund or an UltraShort Fund, the Short Fund or UltraShort Fund would be required to make payments to the swap counterparties in the event the level of the benchmark increases and would be entitled to settlement payments in the event the level of the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay.

The net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each OTC swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the counterparty in a segregated account by the Funds’ Custodian. The net amount of the excess, if any, of each Fund’s entitlements over its obligations with respect to each OTC swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the Fund in a segregated account by a third party custodian. Until a swap agreement is settled in cash, the gain or loss on the notional amount less any transaction costs or trading spreads payable by each Fund on the notional amount are recorded as “unrealized appreciation or depreciation on swap agreements” and, when cash is exchanged, the gain or loss realized is recorded as “realized gains or losses on swap agreements.” Swap agreements are generally valued at the last settled price of the benchmark referenced asset.

Swap agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed to the party under the agreement. This could cause a Fund to have to enter into a new transaction with the same counterparty, enter into a transaction with a different counterparty or seek to achieve its investment objective through any number of different investments or investment techniques.

Swap agreements involve, to varying degrees, elements of market risk and exposure to loss in excess of the unrealized gain/loss reflected. The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the NAV of each Fund. Additional risks associated with the use of swap agreements are imperfect correlations between movements in the notional amount and the price of the underlying reference Index and the inability of counterparties to perform. Each Fund 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. A Fund will typically enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms that is a party to a swap agreement is monitored by the Sponsor. The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds. All of the outstanding swap agreements at June 30, 2024

contractually terminate within one month but may be terminated without penalty by either party at any time. Upon termination, the Fund is obligated to pay or receive the “unrealized appreciation or depreciation” amount.

The Funds, as applicable, collateralize swap agreements by segregating or designating cash and/or certain securities as indicated on the Statements of Financial Condition or Schedules of Investments. As noted above, collateral posted in connection with OTC derivative transactions 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 Funds. The collateral held in this account is restricted as to its use. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks in connection with OTC swaps by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to certain minimum thresholds. In the event of a bankruptcy of a counterparty, such Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of June 30, 2024, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

The counterparty/credit risk for cleared derivative transactions is generally lower than for OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition, cleared derivative transactions benefit from daily

marking-to-market

and settlement, and segregation and minimum capital requirements applicable to intermediaries.

Table of Contents

Forward Contracts

Certain of the Funds enter into forward contracts for the purpose of pursuing their investment objectives and as a substitute for investing directly in (or shorting) commodities and/or currencies. A forward contract is an agreement between two parties to purchase or sell a specified quantity of an asset at or before a specified date in the future at a specified price. Forward contracts are typically traded in OTC markets and all details of the contracts are negotiated between the counterparties to the agreement. Accordingly, the forward contracts are valued by reference to the contracts traded in the OTC markets.

The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or currency, establishing an opposite position in the contract and recognizing the profit or loss on both positions simultaneously on the delivery date or, in some instances, paying a cash settlement before the designated date of delivery. The forward contracts are adjusted by the daily fluctuation of the underlying commodity or currency and any gains or losses are recorded for financial statement purposes as unrealized gains or losses until the contract settlement date.

Forward contracts have traditionally not been cleared or guaranteed by a third party. As a result of the Dodd-Frank Act, the CFTC now regulates

non-deliverable

forwards (including deliverable forwards where the parties do not take delivery). Certain

non-deliverable

forward contracts, such as

non-deliverable

foreign exchange forwards, may be subject to regulation as swap agreements, including mandatory clearing. Changes in the forward markets may entail increased costs and result in increased reporting requirements.

The Funds may collateralize OTC forward commodity contracts by segregating or designating cash and/or certain securities as indicated on their Statements of Financial Condition or Schedules of Investments. Such collateral is held for the benefit of the counterparty in a segregated

tri-party

account at a third party custodian to protect the counterparty against

non-payment

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Fund will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of June 30, 2024, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

Participants in trading foreign exchange forward contracts often do not require margin deposits, but rely upon internal credit limitations and their judgments regarding the creditworthiness of their counterparties. In recent years, however, many OTC market participants in foreign exchange trading have begun to require their counterparties to post margin.

A Fund will typically enter into forward contracts only with major global financial institutions. The creditworthiness of each of the firms that is a party to a forward contract is monitored by the Sponsor.

marking-to-market

and settlement, and segregation and minimum capital requirements applicable to intermediaries.

Table of Contents

The following tables indicate the location of derivative related items on the Statements of Financial Condition as well as the effect of derivative instruments on the Statements of Operations during the reporting period.


Fair Value of Derivative Instruments as of June 30, 2024

			Asset Derivatives					Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Fund		Statements of Financial Condition Location		Unrealized Appreciation			Statements of Financial Condition Location		Unrealized Depreciation
VIX Futures Contracts				Receivable on open futures contracts					Payable on open futures contracts
		ProShares Short VIX Short-Term Futures ETF			$	3,835,199	*			$	—
		ProShares Ultra VIX Short-Term Futures ETF				—					6,204,920	*
		ProShares VIX Mid-Term Futures ETF				422,352	*				285,377	*
		ProShares VIX Short- Term Futures ETF				—					2,660,820	*
Commodities Contracts				Receivables on open futures contracts and/or unrealized appreciation on swap agreements					Payable on open futures contracts and/or unrealized depreciation on swap agreements
		ProShares Ultra Bloomberg Crude Oil				68,830,037	*				—
		ProShares Ultra Bloomberg Natural Gas				—					153,035,669	*
		ProShares Ultra Gold				—					7,320,349	*
		ProShares Ultra Silver				—					56,076,627	*
		ProShares UltraShort Bloomberg Crude Oil				—					13,555,729	*
		ProShares UltraShort Bloomberg Natural Gas				40,824,143	*				—
		ProShares UltraShort Gold				575,805	*				—
		ProShares UltraShort Silver				4,359,094	*				—
Foreign Exchange Contracts				Unrealized appreciation on foreign currency forward contracts					Unrealized depreciation on foreign currency forward contracts
		ProShares Ultra Euro				—					140,398
		ProShares Ultra Yen				29,111					2,931,169
		ProShares UltraShort Euro				937,816					17,867
		ProShares UltraShort Yen				3,371,091					214,997

				Combined Trust:	$	123,184,648	*			$	242,443,922	*

*	Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

Table of Contents


Fair Value of Derivative Instruments as of December 31, 2023

			Asset Derivatives					Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Fund		Statements of Financial Condition Location		Unrealized Appreciation			Statements of Financial Condition Location		Unrealized Depreciation
VIX Futures Contracts				Receivable on open futures contracts					Payable on open futures contracts
		ProShares Short VIX Short-Term Futures ETF			$	12,640,624	*			$	—
		ProShares Ultra VIX Short-Term Futures ETF				—					31,183,911	*
		ProShares VIX Mid-Term Futures ETF				—					3,745,676	*
		ProShares VIX Short- Term Futures ETF				—					9,664,094	*
Commodities Contracts				Receivables on open futures contracts and/or unrealized appreciation on swap agreements					Payable on open futures contracts and/or unrealized depreciation on swap agreements
		ProShares Ultra Bloomberg Crude Oil				20,191,987	*				5,752,284	*
		ProShares Ultra Bloomberg Natural Gas				43,607,070	*				—
		ProShares Ultra Gold				7,174,868	*				—
		ProShares Ultra Silver				12,400,748	*				2,827,221	*
		ProShares UltraShort Bloomberg Crude Oil				22,436,319	*				—
		ProShares UltraShort Bloomberg Natural Gas				—					3,553,507	*
		ProShares UltraShort Gold				—					344,052	*
		ProShares UltraShort Silver				1,879,957	*				1,005,085	*
Foreign Exchange Contracts				Unrealized appreciation on foreign currency forward contracts					Unrealized depreciation on foreign currency forward contracts
		ProShares Ultra Euro				308,424					1,475
		ProShares Ultra Yen				1,534,924					15,639
		ProShares UltraShort Euro				38,029					1,886,808
		ProShares UltraShort Yen				129,697					1,441,622

				Combined Trust:	$	122,342,647	*			$	61,421,374	*

*	Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

Table of Contents


The Effect of Derivative Instruments on the Statement of Operations For the three months ended June 30, 2024

Derivatives Not Accounted for as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Fund	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
VIX Futures Contracts	Net realized gain (loss) on futures contracts changes in unrealized appreciation (depreciation) on futures contracts
		ProShares Short VIX Short-Term Futures ETF	$	26,761,918		$	(4,177,838	)
		ProShares Ultra VIX Short-Term Futures ETF		(57,413,186	)		11,693,863
		ProShares VIX Mid-Term Futures ETF		(8,949,418	)		1,092,860
		ProShares VIX Short-Term Futures ETF		(27,512,354	)		4,018,755
Commodities Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements
		ProShares Ultra Bloomberg Crude Oil		6,956,921			(748,073	)
		ProShares Ultra Bloomberg Natural Gas		211,772,181			(60,263,391	)
		ProShares Ultra Gold		31,567,821			(17,232,531	)
		ProShares Ultra Silver		220,680,441			(87,290,676	)
		ProShares UltraShort Bloomberg Crude Oil		(143,424	)		(1,560,618	)
		ProShares UltraShort Bloomberg Natural Gas		(44,563,292	)		20,547,016
		ProShares UltraShort Gold		(2,516,474	)		1,264,436
		ProShares UltraShort Silver		(16,070,138	)		4,902,824
Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/ changes in unrealized appreciation (depreciation) on foreign currency forward contracts
		ProShares Ultra Euro		(219,350	)		62,167
		ProShares Ultra Yen		(5,365,623	)		(842,412	)
		ProShares UltraShort Euro		900,760			(199,005	)
		ProShares UltraShort Yen		4,417,569			1,529,867

		Combined Trust	$	340,304,352		$	(127,202,756	)

Table of Contents


The Effect of Derivative Instruments on the Statement of Operations For the six months ended June 30, 2024

Derivatives Not Accounted for as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Fund	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
VIX Futures Contracts	Net realized gain (loss) on futures contracts changes in unrealized appreciation (depreciation) on futures contracts
		ProShares Short VIX Short-Term Futures ETF	$	55,258,866		$	(8,805,425	)
		ProShares Ultra VIX Short-Term Futures ETF		(148,416,415	)		24,978,991
		ProShares VIX Mid-Term Futures ETF		(15,057,887	)		3,882,651
		ProShares VIX Short-Term Futures ETF		(59,271,318	)		7,003,274
Commodities Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements
		ProShares Ultra Bloomberg Crude Oil		100,075,521			54,390,334
		ProShares Ultra Bloomberg Natural Gas		(30,408,733	)		(196,642,739	)
		ProShares Ultra Gold		50,039,092			(14,495,217	)
		ProShares Ultra Silver		216,209,729			(65,650,154	)
		ProShares UltraShort Bloomberg Crude Oil		(12,659,025	)		(35,992,048	)
		ProShares UltraShort Bloomberg Natural Gas		91,065			44,377,650
		ProShares UltraShort Gold		(3,914,287	)		919,857
		ProShares UltraShort Silver		(10,290,118	)		3,484,222
Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/ changes in unrealized appreciation (depreciation) on foreign currency forward contracts
		ProShares Ultra Euro		(74,776	)		(447,347	)
		ProShares Ultra Yen		(7,397,198	)		(4,421,343	)
		ProShares UltraShort Euro		(43,101	)		2,768,728
		ProShares UltraShort Yen		6,122,840			4,468,019

		Combined Trust:	$	140,264,255		$	(180,180,547	)

Table of Contents


The Effect of Derivative Instruments on the Statement of Operations For the three months ended June 30, 2023

Derivatives Not Accounted for as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Fund	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
VIX Futures Contracts	Net realized gain (loss) on futures contracts and/or swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and/or swap agreements
		ProShares Short VIX Short-Term Futures ETF	$	65,228,142		$	9,658,017
		ProShares Ultra VIX Short-Term Futures ETF		(426,304,544	)		(45,320,517	)
		ProShares VIX Mid-Term Futures ETF		(6,943,333	)		(9,677,526	)
		ProShares VIX Short-Term Futures ETF		(127,229,299	)		(21,324,056	)
Commodities Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements
		ProShares Ultra Bloomberg Crude Oil		(76,355,417	)		45,434,288
		ProShares Ultra Bloomberg Natural Gas		(616,883,269	)		658,027,300
		ProShares Ultra Gold		17,196,569			(32,888,484	)
		ProShares Ultra Silver		64,662,300			(119,061,722	)
		ProShares UltraShort Bloomberg Crude Oil		28,046,795			(8,229,852	)
		ProShares UltraShort Bloomberg Natural Gas		48,736,428			(61,246,927	)
		ProShares UltraShort Gold		(1,553,151	)		2,758,921
		ProShares UltraShort Silver		1,113,596			5,650,294
Foreign Exchange Contracts	Net realized gain (loss) on futures and/ or foreign currency forward contracts/ changes in unrealized appreciation (depreciation) on futures and/ or foreign currency forward contracts
		ProShares Ultra Euro		78,291			(79,023	)
		ProShares Ultra Yen		(770,142	)		(1,348,109	)
		ProShares UltraShort Euro		(1,045,942	)		556,469
		ProShares UltraShort Yen		1,370,771			3,145,023

		Combined Trust	$	(1,030,652,205	)	$	426,054,096

100

Table of Contents


The Effect of Derivative Instruments on the Statement of Operations For the six months ended June 30, 2023

Derivatives Not Accounted for as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Fund	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
VIX Futures Contracts	Net realized gain (loss) on futures contracts and/or swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and/or swap agreements
		ProShares Short VIX Short-Term Futures ETF	$	94,832,290		$	12,836,824
		ProShares Ultra VIX Short-Term Futures ETF		(608,537,974	)		(43,274,267	)
		ProShares VIX Mid-Term Futures ETF		(22,764,053	)		(5,086,991	)
		ProShares VIX Short-Term Futures ETF		(173,326,001	)		(20,176,064	)
Commodities Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements
		ProShares Ultra Bloomberg Crude Oil		9,425,010			(92,725,228	)
		ProShares Ultra Bloomberg Natural Gas		(1,678,514,563	)		605,037,663
		ProShares Ultra Gold		27,996,465			(22,177,368	)
		ProShares Ultra Silver		35,918,436			(96,674,064	)
		ProShares UltraShort Bloomberg Crude Oil		55,661,074			2,741,263
		ProShares UltraShort Bloomberg Natural Gas		232,145,072			(106,199,730	)
		ProShares UltraShort Gold		(2,584,032	)		2,103,219
		ProShares UltraShort Silver		3,827,219			4,467,058
Foreign Exchange Contracts	Net realized gain (loss) on futures and/ or foreign currency forward contracts/ changes in unrealized appreciation (depreciation) on futures and/ or foreign currency forward contracts
		ProShares Ultra Euro		358,570			(175,968	)
		ProShares Ultra Yen		(1,068,950	)		(1,842,176	)
		ProShares UltraShort Euro		(2,453,253	)		702,482
		ProShares UltraShort Yen		342,795			5,007,285

		Combined Trust:	$	(2,028,741,895	)	$	244,563,938

101

Table of Contents

Offsetting Assets and Liabilities

Each Fund is subject to master netting agreements or similar arrangements that allow for amounts owed between each Fund and the counterparty to be netted upon an 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 or similar arrangements do not apply to amounts owed to/from different counterparties. As described above, the Funds utilize derivative instruments to achieve their investment objective during the year. The amounts shown in the Statements of Financial Condition do not take into consideration the effects of legally enforceable master netting agreements or similar arrangements.

For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statements of Financial Condition. The following table presents each Fund’s derivatives by investment type and by counterparty net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of June 30, 2024.


Fair Values of Derivative Instruments as of June 30, 2024
	Assets						Liabilities
Fund	Gross Amounts of Recognized Assets presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Assets presented in the Statements of Financial Condition		Gross Amounts of Recognized Liabilities presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Liabilities presented in the Statements of Financial Condition
ProShares Ultra Bloomberg Crude Oil
Swap agreements	$	55,947,592	$	—	$	55,947,592	$	—	$	—	$	—
ProShares Ultra Euro
Foreign currency forward contracts		—		—		—		140,398		—		140,398
ProShares Ultra Gold
Swap agreements		—		—		—		6,552,657		—		6,552,657
ProShares Ultra Silver
Swap agreements		—		—		—		49,402,333		—		49,402,333
ProShares Ultra Yen
Foreign currency forward contracts		29,111		—		29,111		2,931,169		—		2,931,169
ProShares UltraShort Euro
Foreign currency forward contracts		937,816		—		937,816		17,867		—		17,867
ProShares UltraShort Gold
Swap agreements		408,700		—		408,700		—		—		—
ProShares UltraShort Silver
Swap agreements		3,476,663		—		3,476,663		—		—		—
ProShares UltraShort Yen
Foreign currency forward contracts		3,371,091		—		3,371,091		214,997		—		214,997

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at June 30, 2024. These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the Funds or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end. Amounts shown in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end. These amounts may be

un-collateralized

due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”.

102

Table of Contents


Gross Amounts Not Offset in the Statements of Financial Condition as of June 30, 2024
Fund	Amounts of Recognized Assets / (Liabilities) presented in the Statements of Financial Condition			Financial Instruments for the Benefit of (the Funds) / the Counterparties			Cash Collateral for the Benefit of (the Funds) / the Counterparties		Net Amount
ProShares Ultra Bloomberg Crude Oil
Citibank, N.A.	$	12,016,665		$	(12,016,665	)	$	—	$	—
Goldman Sachs International		16,489,562			(16,489,562	)		—		—
Morgan Stanley & Co. International PLC		5,009,308			(5,009,308	)		—		—
Societe Generale		12,527,793			(12,527,793	)		—		—
UBS AG		9,904,264			(9,904,264	)		—		—
ProShares Ultra Euro
Goldman Sachs International		(61,066	)		—			61,066		—
UBS AG		(79,332	)		—			79,332		—
ProShares Ultra Gold
Citibank, N.A.		(2,813,616	)		2,071,616			742,000		—
Goldman Sachs International		(1,336,379	)		1,336,379			—		—
UBS AG		(2,402,662	)		2,402,662			—		—
ProShares Ultra Silver
Citibank, N.A.		(21,980,835	)		3,132,135			18,848,700		—
Goldman Sachs International		(1,935,532	)		1,935,532			—		—
Morgan Stanley & Co. International PLC		(13,131,835	)		13,131,835			—		—
UBS AG		(12,354,131	)		12,354,131			—		—
ProShares Ultra Yen
Goldman Sachs International		(1,433,088	)		—			1,433,088		—
UBS AG		(1,468,970	)		—			1,468,970		—
ProShares UltraShort Euro
Goldman Sachs International		499,276			(430,882	)		—		68,394
UBS AG		420,673			(356,181	)		—		64,492
ProShares UltraShort Gold
Citibank, N.A.		94,178			—			—		94,178
Goldman Sachs International		123,607			—			—		123,607
UBS AG		190,915			(190,915	)		—		—
ProShares UltraShort Silver
Citibank, N.A.		1,555,716			(1,555,716	)		—		—
Goldman Sachs International		854,131			(854,131	)		—		—
Morgan Stanley & Co. International PLC		117,766			—			—		117,766
UBS AG		949,050			(949,050	)		—		—
ProShares UltraShort Yen
Goldman Sachs International		1,709,110			(1,662,941	)		—		46,169
UBS AG		1,446,984			(1,432,711	)		—		14,273

103

Table of Contents

The following table presents each Fund’s derivatives by investment type and by counterparty net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of December 31, 2023:


Fair Values of Derivative Instruments as of December 31, 2023
	Assets						Liabilities
Fund	Gross Amounts of Recognized Assets presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Assets presented in the Statements of Financial Condition		Gross Amounts of Recognized Liabilities presented in the Statements of Financial Condition		Gross Amounts Offset in the Statements of Financial Condition		Net Amounts of Liabilities presented in the Statements of Financial Condition
ProShares Ultra Bloomberg Crude Oil
Swap agreements	$	17,954,935	$	—	$	17,954,935	$	—	$	—	$	—
ProShares Ultra Euro
Foreign currency forward contracts		308,424		—		308,424		1,475		—		1,475
ProShares Ultra Gold
Swap agreements		3,078,593		—		3,078,593		—		—		—
ProShares Ultra Silver
Swap agreements		—		—		—		2,827,221		—		2,827,221
ProShares Ultra Yen
Foreign currency forward contracts		1,534,924		—		1,534,924		15,639		—		15,639
ProShares UltraShort Euro
Foreign currency forward contracts		38,029		—		38,029		1,886,808		—		1,886,808
ProShares UltraShort Gold
Swap agreements		—		—		—		199,821		—		199,821
ProShares UltraShort Silver
Swap agreements		—		—		—		814,174		—		814,174
ProShares UltraShort Yen
Foreign currency forward contracts		129,697		—		129,697		1,441,622		—		1,441,622

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at December 31, 2023. These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the Funds or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end. Amounts shown in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end. These amounts may be

un-collateralized

due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”

104

Table of Contents


Gross Amounts Not Offset in the Statements of Financial Condition as of December 31, 2023
Fund	Amounts of Recognized Assets / (Liabilities) presented in the Statements of Financial Condition			Financial Instruments for the Benefit of (the Funds) / the Counterparties			Cash Collateral for the Benefit of (the Funds) / the Counterparties		Net Amount
ProShares Ultra Bloomberg Crude Oil
Citibank, N.A.	$	3,938,035		$	(3,938,035	)	$	—	$	—
Goldman Sachs International		4,896,240			(4,896,240	)		—		—
Morgan Stanley & Co. International PLC		2,449,576			(2,449,576	)		—		—
Societe Generale		3,727,284			(3,727,284	)		—		—
UBS AG		2,943,800			(2,943,800	)		—		—
ProShares Ultra Euro
Goldman Sachs International		162,672			—			—		162,672
UBS AG		144,277			—			—		144,277
ProShares Ultra Gold
Citibank, N.A.		1,321,903			(1,321,903	)		—		—
Goldman Sachs International		627,862			(627,862	)		—		—
UBS AG		1,128,828			(1,128,828	)		—		—
ProShares Ultra Silver
Citibank, N.A.		(906,324	)		—			906,324		—
Goldman Sachs International		(135,877	)		—			135,877		—
Morgan Stanley & Co. International PLC		(921,875	)		—			921,875		—
UBS AG		(863,145	)		—			863,145		—
ProShares Ultra Yen
Goldman Sachs International		646,861			(465,767	)		—		181,094
UBS AG		872,424			(618,104	)		—		254,320
ProShares UltraShort Euro
Goldman Sachs International		(964,142	)		—			964,142		—
UBS AG		(884,637	)		—			884,637		—
ProShares UltraShort Gold
Citibank, N.A.		(46,103	)		—			46,103		—
Goldman Sachs International		(60,261	)		—			60,261		—
UBS AG		(93,457	)		—			93,457		—
ProShares UltraShort Silver
Citibank, N.A.		126,314			—			—		126,314
Goldman Sachs International		56,804			—			—		56,804
Morgan Stanley & Co. International PLC		7,793			—			—		7,793
UBS AG		(1,005,085	)		—			1,005,085		—
ProShares UltraShort Yen
Goldman Sachs International		(701,077	)		—			701,077		—
UBS AG		(610,848	)		—			610,848		—

105

Table of Contents

NOTE 4 – AGREEMENTS

Management Fee

Each Leveraged Fund, and each Geared VIX Fund, pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.95% per annum of its average daily NAV of such Fund. Each Matching VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.85% per annum of its average daily NAV of such Fund. Each Fund accrues the Management Fee daily at an annualized rate based on its average daily net assets.

The Management Fee is paid in consideration of the Sponsor’s trading advisory services and the other services provided to the Fund that the Sponsor pays directly. From the Management Fee, the Sponsor pays all of the routine operational, administrative and other ordinary expenses of each Fund, generally as determined by the Sponsor, including but not limited to, (i) the fees and expenses of the Administrator, Custodian, Transfer Agent, Distributor (as each is defined below), and ProFunds Distributors, Inc., an affiliated broker-dealer of the Sponsor, as well as accounting and auditing fees and expenses, (ii) any Index licensors for the Funds; and (iii) the normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund after the commencement of its trading operations. Fees associated with a Fund’s trading operations may include expenses such as tax preparation expenses, legal fees not in excess of $100,000 per annum, ongoing SEC registration fees not exceeding 0.021% per annum of the NAV of a Fund and Financial Industry Regulatory Authority (“FINRA”) filing fees, individual Schedule

K-1

preparation and mailing fees not exceeding 0.10% per annum of the net assets of a Fund, and report preparation and mailing expenses.

Non-Recurring

Fees and Expenses

Each Fund pays all of its

non-recurring

and unusual fees and expenses, if any, as determined by the Sponsor.

Non-recurring

and unusual fees and expenses are fees and expenses that are unexpected or unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds.

The Administrator

BNY Mellon Asset Servicing, a division of The Bank of New York Mellon (“BNY Mellon”), serves as the Administrator of the Funds (the “Administrator”). The Trust, on its own behalf and on behalf of each Fund, and BNY Mellon have entered into an administration and accounting agreement (the “Administration and Accounting Agreement”) in connection therewith. Pursuant to the terms of the Administration and Accounting Agreement and under the supervision and direction of the Sponsor and the Trust, BNY Mellon prepares and files certain regulatory filings on behalf of the Funds. BNY Mellon may also perform other services for the Funds pursuant to the Administration and Accounting Agreement as mutually agreed upon by the Sponsor, the Trust and BNY Mellon from time to time. The Administrator’s fees are paid on behalf of the Funds by the Sponsor.

The Custodian

BNY Mellon serves as the Custodian of the Funds (the “Custodian”). The Trust, on its own behalf and on behalf of each Fund, and BNY Mellon have entered into a custody agreement (the “Custody Agreement”) in connection therewith. Pursuant to the terms of the Custody Agreement, BNY Mellon is responsible for the holding and safekeeping of assets delivered to it by the Funds, and performing various administrative duties in accordance with instructions delivered to BNY Mellon by the Funds. The Custodian’s fees are paid on behalf of the Funds by the Sponsor.

106

Table of Contents

The Transfer Agent

BNY Mellon serves as the Transfer Agent of the Funds (the “Transfer Agent”) for entities that have entered into an Authorized Participant Agreement with one or more of the Funds (“Authorized Participants”) and has entered into a transfer agency and service agreement (the “Transfer Agency and Service Agreement”). Pursuant to the terms of the Transfer Agency and Service Agreement, BNY Mellon is responsible for processing purchase and redemption orders and maintaining records of ownership of the Funds. The Transfer Agent Fees are paid on behalf of the Funds by the Sponsor.

The Distributor

SEI Investments Distribution Co. (“SEI”) serves as Distributor of the Funds and assists the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing, including taking creation and redemption orders, consulting with the marketing staff of the Sponsor and its affiliates with respect to compliance with the requirements of FINRA and/or the NFA in connection with marketing efforts, and reviewing and filing of marketing materials with FINRA and/or the NFA. SEI retains all marketing materials separately for each Fund, at c/o SEI, One Freedom Valley Drive, Oaks, PA 19456. The Sponsor, on behalf of each Fund, has entered into a Distribution Services Agreement with SEI. The Sponsor pays SEI for performing its duties on behalf of the Funds.

NOTE 5 – CREATION AND REDEMPTION OF CREATION UNITS

Each Fund issues and redeems shares from time to time, but only in one or more Creation Units. A Creation Unit is a block of 50,000 Shares of a Geared Fund and 25,000 Shares of a Matching VIX Fund. Creation Units may be created or redeemed only by Authorized Participants. As a result of the reverse share splits as described in Note 1 and Note 8, certain redemptions as disclosed in the Statements of Changes in Shareholders’ Equity reflect payment of fractional share balances on beneficial shareholder accounts.

Except when aggregated in Creation Units, the Shares are not redeemable securities. Retail investors, therefore, generally will not be able to purchase or redeem Shares directly from or with a Fund. Rather, most retail investors will purchase or sell Shares in the secondary market with the assistance of a broker. Thus, some of the information contained in these Notes to Financial Statements—such as references to the Transaction Fees imposed on purchases and redemptions is not relevant to retail investors.

Transaction Fees on Creation and Redemption Transactions

The manner by which Creation Units are purchased or redeemed is governed by the terms of the Authorized Participant Agreement and Authorized Participant Procedures Handbook. By placing a purchase order, an Authorized Participant agrees to: (1) deposit cash with the Custodian; and (2) if permitted by the Sponsor in its sole discretion, enter into or arrange for an exchange of futures contract for related position or block trade with the relevant fund whereby the Authorized Participant would also transfer to such Fund a number and type of exchange-traded futures contracts at or near the closing settlement price for such contracts on the purchase order date.

Authorized Participants may pay a fixed transaction fee (typically $250) in connection with each order to create or redeem a Creation Unit in order to compensate BNY Mellon, as the Administrator, the Custodian and the Transfer Agent of each Fund and its Shares, for services in processing the creation and redemption of Creation Units and to offset the costs of increasing or decreasing derivative positions. Authorized Participants also may pay a variable transaction fee to the Fund of up to 0.10% (and a variable transaction fee to the Matching VIX Funds of 0.05%) of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor. The Sponsor provides such Authorized Participant with prompt notice in advance of any such waiver or adjustment of the transaction fee. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors in the secondary market.

107

Table of Contents

Transaction fees three and six months ended June 30, 2024 which are included in the Addition and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:


	Three Months Ended		Six Months Ended
Fund	June 30, 2024		June 30, 2024
ProShares Short VIX Short-Term Futures ETF	$	23,362	$	94,603
ProShares Ultra Bloomberg Crude Oil		—		—
ProShares Ultra Bloomberg Natural Gas		—		—
ProShares Ultra Euro		—		—
ProShares Ultra Gold		—		—
ProShares Ultra Silver		—		—
ProShares Ultra VIX Short-Term Futures ETF		209,421		306,951
ProShares Ultra Yen		—		—
ProShares UltraShort Bloomberg Crude Oil		—		—
ProShares UltraShort Bloomberg Natural Gas		—		—
ProShares UltraShort Euro		—		—
ProShares UltraShort Gold		—		—
ProShares UltraShort Silver		—		—
ProShares UltraShort Yen		—		—
ProShares VIX Mid-Term Futures ETF		61,547		79,431
ProShares VIX Short-Term Futures ETF		32,107		64,452

Combined Trust:	$	326,437	$	545,437

108

Table of Contents

NOTE 6 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended June 30, 2024

For the Three Months Ended June 30, 2024 (unaudited)


Per Share Operating Performance	Short VIX Short-Term Futures ETF *			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas			Ultra Euro			Ultra Gold			Ultra Silver
Net asset value, at March 31, 2024	$	56.38		$	33.19		$	13.13		$	11.34		$	71.99		$	28.53
Net investment income (loss)		0.50			0.29			0.12			0.11			0.77			0.35
Net realized and unrealized gain (loss)#		4.47			0.03			2.34			(0.26	)		4.55			8.56
Change in net asset value from operations		4.97			0.32			2.46			(0.15	)		5.32			8.91
Net asset value, at June 30, 2024	$	61.35		$	33.51		$	15.59		$	11.19		$	77.31		$	37.44
Market value per share, at March 31, 2024 †	$	56.37		$	33.00		$	12.86		$	11.32		$	72.26		$	28.74
Market value per share, at June 30, 2024 †	$	61.39		$	33.50		$	15.67		$	11.17		$	77.04		$	37.09
Total Return, at net asset value^		8.8	%		1.0	%		18.7	%		(1.3	)%		7.4	%		31.2	%
Total Return, at market value^		8.9	%		1.5	%		21.9	%		(1.3	)%		6.6	%		29.1	%
Ratios to Average Net Assets**
Expense ratio^^		1.18	%		0.98	%		1.54	%		0.95	%		0.96	%		0.99	%
Net investment income gain (loss)		3.49	%		3.62	%		3.04	%		3.87	%		3.94	%		3.77	%

*	See Note 1 of these Notes to Financial Statements.

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2024.

^^	The expense ratio would be 0.95%, 0.95%, 0.95%, 0.95%, 0.95% and 0.95%, respectively, if non-recurring fees and expenses, and brokerage commissions and futures account fees were excluded.

109

Table of Contents

For the Three Months Ended June 30, 2024 (unaudited)


Per Share Operating Performance	Ultra VIX Short-Term Futures ETF *			Ultra Yen			UltraShort Bloomberg Crude Oil			UltraShort Bloomberg Natural Gas *			UltraShort Euro			UltraShort Gold
Net asset value, at March 31, 2024	$	31.46		$	23.33		$	15.92		$	76.47		$	30.97		$	23.45
Net investment income (loss)		0.15			0.20			0.16			0.38			0.28			0.17
Net realized and unrealized gain (loss)#		(8.03	)		(3.30	)		(0.51	)		(27.48	)		0.61			(2.02	)
Change in net asset value from operations		(7.88	)		(3.10	)		(0.35	)		(27.10	)		0.89			(1.85	)
Net asset value, at June 30, 2024	$	23.58		$	20.23		$	15.57		$	49.37		$	31.86		$	21.60
Market value per share, at March 31, 2024 †	$	31.60		$	23.35		$	16.02		$	78.35		$	30.96		$	23.38
Market value per share, at June 30, 2024 †	$	23.54		$	20.30		$	15.57		$	49.19		$	31.83		$	21.67
Total Return, at net asset value^		(25.0	)%		(13.3	)%		(2.2	)%		(35.4	)%		2.9	%		(7.9	)%
Total Return, at market value^		(25.5	)%		(13.1	)%		(2.8	)%		(37.2	)%		2.8	%		(7.3	)%
Ratios to Average Net Assets**
Expense ratio^^		1.84	%		0.95	%		1.04	%		1.92	%		0.95	%		0.98	%
Net investment income gain (loss)		2.17	%		3.67	%		3.89	%		2.92	%		3.54	%		3.29	%

*	See Note 1 of these Notes to Financial Statements.

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2024.

^^	The expense ratio would be 0.95%, 0.95%, 0.95%, 0.95%, 0.95% and 0.95%, respectively, if brokerage commissions and futures account fees were excluded.

110

Table of Contents

For the Three Months Ended June 30, 2024 (unaudited)


Per Share Operating Performance	UltraShort Silver			UltraShort Yen			VIX Mid-Term Futures ETF			VIX Short- Term Futures ETF
Net asset value, at March 31, 2024	$	16.82		$	81.95		$	15.85		$	12.93
Net investment income (loss)		0.09			0.77			0.13			0.10
Net realized and unrealized gain (loss)#		(5.69	)		12.54			(1.69	)		(2.20	)
Change in net asset value from operations		(5.60	)		13.31			(1.56	)		(2.10	)
Net asset value, at June 30, 2024	$	11.22		$	95.26		$	14.29		$	10.83
Market value per share, at March 31, 2024 †	$	16.71		$	81.83		$	15.85		$	12.96
Market value per share, at June 30, 2024 †	$	11.33		$	95.11		$	14.33		$	10.85
Total Return, at net asset value^		(33.3	)%		16.3	%		(9.9	)%		(16.2	)%
Total Return, at market value^		(32.2	)%		16.2	%		(9.6	)%		(16.3	)%
Ratios to Average Net Assets**
Expense ratio^^		1.04	%		0.95	%		1.19	%		1.04	%
Net investment income gain (loss)		3.04	%		3.52	%		3.73	%		3.40	%

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2024.

^^	The expense ratio would be 0.95%, 0.95%, 0.85% and 0.85%, respectively, if non-recurring fees and expenses, and brokerage commissions and futures account fees were excluded.

111

Table of Contents

Selected data for a Share outstanding throughout the three months ended June 30, 2023

For the Three Months Ended June 30, 2023 (unaudited)


Per Share Operating Performance	Short VIX Short-Term Futures ETF *			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas *			Ultra Euro			Ultra Gold			Ultra Silver
Net asset value, at March 31, 2023	$	31.86		$	26.53		$	73.76		$	11.49		$	62.86		$	31.10
Net investment income (loss)		0.23			0.14			0.28			0.09			0.47			0.20
Net realized and unrealized gain (loss)#		10.25			(2.93	)		(4.56	)		0.01			(4.97	)		(4.26	)
Change in net asset value from operations		10.48			(2.79	)		(4.28	)		0.10			(4.50	)		(4.06	)
Net asset value, at June 30, 2023	$	42.34		$	23.74		$	69.48		$	11.59		$	58.36		$	27.04
Market value per share, at March 31, 2023 †	$	31.88		$	26.47		$	72.20		$	11.49		$	63.02		$	31.23
Market value per share, at June 30, 2023 †	$	42.34		$	23.65		$	68.99		$	11.61		$	58.24		$	26.95
Total Return, at net asset value^		32.9	%		(10.5	)%		(5.8	)%		0.9	%		(7.2	)%		(13.1	)%
Total Return, at market value^		32.8	%		(10.7	)%		(4.5	)%		1.0	%		(7.6	)%		(13.7	)%
Ratios to Average Net Assets**
Expense ratio^^		1.14	%		1.00	%		1.45	%		0.95	%		0.96	%		1.00	%
Net investment income gain (loss)		2.61	%		2.20	%		1.81	%		3.27	%		3.01	%		2.61	%

*	See Note 1 of these Notes to Financial Statements.

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2023.

^^	The expense ratio would be 0.95%, 0.95%, 0.95%, 0.95%, 0.95% and 0.95%, respectively, if brokerage commissions and futures account fees were excluded.

112

Table of Contents

For the Three Months Ended June 30, 2023 (unaudited)


Per Share Operating Performance	Ultra VIX Short-Term Futures ETF *			Ultra Yen			UltraShort Bloomberg Crude Oil			UltraShort Bloomberg Natural Gas *			UltraShort Euro			UltraShort Gold
Net asset value, at March 31, 2023	$	231.27		$	33.05		$	25.15		$	35.56		$	29.04		$	26.88
Net investment income (loss)		0.73			0.26			0.19			0.22			0.24			0.22
Net realized and unrealized gain (loss)#		(139.58	)		(5.91	)		0.28			(8.25	)		(0.18	)		1.80
Change in net asset value from operations		(138.85	)		(5.65	)		0.47			(8.03	)		0.06			2.02
Net asset value, at June 30, 2023	$	92.42		$	27.40		$	25.62		$	27.53		$	29.10		$	28.90
Market value per share, at March 31, 2023 †	$	232.50		$	33.02		$	25.22		$	36.21		$	29.04		$	26.84
Market value per share, at June 30, 2023 †	$	92.45		$	27.42		$	25.70		$	27.73		$	29.11		$	28.96
Total Return, at net asset value^		(60.0	)%		(17.1	)%		1.9	%		(22.6	)%		0.2	%		7.5	%
Total Return, at market value^		(60.2	)%		(17.0	)%		1.9	%		(23.4	)%		0.2	%		7.9	%
Ratios to Average Net Assets**
Expense ratio^^		1.55	%		0.95	%		1.11	%		1.77	%		0.95	%		0.98	%
Net investment income gain (loss)		1.84	%		3.36	%		3.01	%		2.47	%		3.36	%		3.09	%

*	See Note 1 of these Notes to Financial Statements.

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2023.

^^	The expense ratio would be 0.95%, 0.95%, 0.95%, 0.95%, 0.95% and 0.95%, respectively, if brokerage commissions and futures account fees were excluded.

113

Table of Contents

For the Three Months Ended June 30, 2023 (unaudited)


Per Share Operating Performance	UltraShort Silver			UltraShort Yen			VIX Mid-Term Futures ETF			VIX Short- Term Futures ETF *
Net asset value, at March 31, 2023	$	18.63		$	55.98		$	26.79		$	45.16
Net investment income (loss)		0.12			0.49			0.20			0.25
Net realized and unrealized gain (loss)#		1.74			11.47			(6.50	)		(20.46	)
Change in net asset value from operations		1.86			11.96			(6.30	)		(20.21	)
Net asset value, at June 30, 2023	$	20.49		$	67.94		$	20.49		$	24.95
Market value per share, at March 31, 2023 †	$	18.56		$	56.00		$	26.82		$	45.25
Market value per share, at June 30, 2023 †	$	20.58		$	67.95		$	20.48		$	24.96
Total Return, at net asset value^		10.0	%		21.4	%		(23.5	)%		(44.8	)%
Total Return, at market value^		10.9	%		21.3	%		(23.6	)%		(44.8	)%
Ratios to Average Net Assets**
Expense ratio^^		1.05	%		0.95	%		1.00	%		1.08	%
Net investment income gain (loss)		2.68	%		3.22	%		3.13	%		2.82	%

*	See Note 1 of these Notes to Financial Statements.

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2023.

^^	The expense ratio would be 0.95%, 0.95%, 0.85% and 0.85%, respectively, if brokerage commissions and futures account fees were excluded.

114

Table of Contents

elected Data for a Share Outstanding Throughout the six months Ended June

30, 2024

For the Six Months Ended June 30, 2024 (unaudited)


Per Share Operating Performance	Short VIX Short-Term Futures ETF *			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas			Ultra Euro			Ultra Gold			Ultra Silver
Net asset value, at December 31, 2023	$	51.69		$	26.28		$	28.55		$	11.86		$	63.83		$	27.29
Net investment income (loss)		0.91			0.44			0.26			0.21			1.31			0.54
Net realized and unrealized gain (loss)#		8.75			6.79			(13.22	)		(0.88	)		12.17			9.61
Change in net asset value from operations		9.66			7.23			(12.96	)		(0.67	)		13.48			10.15
Net asset value, at June 30, 2024	$	61.35		$	33.51		$	15.59		$	11.19		$	77.31		$	37.44
Market value per share, at December 31, 2023 †	$	51.70		$	26.10		$	28.44		$	11.84		$	63.87		$	27.17
Market value per share, at June 30, 2024 †	$	61.39		$	33.50		$	15.67		$	11.17		$	77.04		$	37.09
Total Return, at net asset value^		18.7	%		27.5	%		(45.4	)%		(5.6	)%		21.1	%		37.2	%
Total Return, at market value^		18.7	%		28.4	%		(44.9	)%		(5.7	)%		20.6	%		36.5	%
Ratios to Average Net Assets**
Expense ratio^^		1.18	%		0.99	%		1.51	%		0.95	%		0.97	%		0.99	%
Net investment income gain (loss)		3.28	%		2.89	%		2.89	%		3.80	%		3.70	%		3.44	%

*	See Note 1 of these Notes to Financial Statements.

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2024.

^^	The expense ratio would be 0.95%, 0.95%, 0.95%, 0.95%, 0.95% and 0.95%, respectively, if non-recurring fees and expenses, and brokerage commissions and futures account fees were excluded.

115

Table of Contents

For the Six Months Ended June 30, 2024 (unaudited)


Per Share Operating Performance	Ultra VIX Short-Term Futures ETF *			Ultra Yen			UltraShort Bloomberg Crude Oil			UltraShort Bloomberg Natural Gas *			UltraShort Euro			UltraShort Gold
Net asset value, at December 31, 2023	$	42.17		$	27.46		$	20.75		$	48.05		$	29.16		$	26.39
Net investment income (loss)		0.35			0.41			0.32			0.78			0.55			0.38
Net realized and unrealized gain (loss)#		(18.94	)		(7.64	)		(5.50	)		0.54			2.15			(5.17	)
Change in net asset value from operations		(18.59	)		(7.23	)		(5.18	)		1.32			2.70			(4.79	)
Net asset value, at June 30, 2024	$	23.58		$	20.23		$	15.57		$	49.37		$	31.86		$	21.60
Market value per share, at December 31, 2023 †	$	42.20		$	27.49		$	20.89		$	48.21		$	29.15		$	26.37
Market value per share, at June 30, 2024 †	$	23.54		$	20.30		$	15.57		$	49.19		$	31.83		$	21.67
Total Return, at net asset value^		(44.1	)%		(26.3	)%		(25.0	)%		2.8	%		9.2	%		(18.2	)%
Total Return, at market value^		(44.2	)%		(26.2	)%		(25.5	)%		2.0	%		9.2	%		(17.8	)%
Ratios to Average Net Assets**
Expense ratio^^		1.80	%		0.95	%		1.05	%		1.93	%		0.95	%		0.98	%
Net investment income gain (loss)		2.16	%		3.64	%		3.77	%		2.92	%		3.58	%		3.26	%

*	See Note 1 of these Notes to Financial Statements.

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2024.

^^	The expense ratio would be 0.95%, 0.95%, 0.95%, 0.95%, 0.95% and 0.95%, respectively, if brokerage commissions and futures account fees were excluded.

116

Table of Contents

For the Six Months Ended June 30, 2024 (unaudited)


Per Share Operating Performance	UltraShort Silver			UltraShort Yen			VIX Mid-Term Futures ETF			VIX Short- Term Futures ETF
Net asset value, at December 31, 2023	$	18.14		$	68.88		$	16.74		$	15.50
Net investment income (loss)		0.21			1.47			0.27			0.22
Net realized and unrealized gain (loss)#		(7.13	)		24.91			(2.72	)		(4.89	)
Change in net asset value from operations		(6.92	)		26.38			(2.45	)		(4.67	)
Net asset value, at June 30, 2024	$	11.22		$	95.26		$	14.29		$	10.83
Market value per share, at December 31, 2023 †	$	18.24		$	68.94		$	16.75		$	15.51
Market value per share, at June 30, 2024 †	$	11.33		$	95.11		$	14.33		$	10.85
Total Return, at net asset value^		(38.2	)%		38.3	%		(14.6	)%		(30.1	)%
Total Return, at market value^		(37.9	)%		38.0	%		(14.5	)%		(30.0	)%
Ratios to Average Net Assets**
Expense ratio^^		1.03	%		0.95	%		1.15	%		1.04	%
Net investment income gain (loss)		3.01	%		3.55	%		3.63	%		3.40	%

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2024.

^^	The expense ratio would be 0.95%, 0.95%, 0.85% and 0.85%, respectively, if non-recurring fees and expenses, and brokerage commissions and futures account fees were excluded.

117

Table of Contents

Selected Data for a Share Outstanding Throughout the six months Ended June 30, 2023

For the Six Months Ended June 30, 2023 (unaudited)


Per Share Operating Performance	Short VIX Short-Term Futures ETF *			Ultra Bloomberg Crude Oil			Ultra Bloomberg Natural Gas *			Ultra Euro			Ultra Gold			Ultra Silver
Net asset value, at December 31, 2022	$	29.35		$	30.26		$	363.08		$	11.27		$	55.09		$	31.75
Net investment income (loss)		0.41			0.27			0.81			0.17			0.86			0.39
Net realized and unrealized gain (loss)#		12.58			(6.79	)		(294.41	)		0.15			2.41			(5.10	)
Change in net asset value from operations		12.99			(6.52	)		(293.60	)		0.32			3.27			(4.71	)
Net asset value, at June 30, 2023	$	42.34		$	23.74		$	69.48		$	11.59		$	58.36		$	27.04
Market value per share, at December 31, 2022 †	$	29.34		$	30.31		$	355.60		$	11.26		$	55.27		$	32.00
Market value per share, at June 30, 2023 †	$	42.34		$	23.65		$	68.99		$	11.61		$	58.24		$	26.95
Total Return, at net asset value^		44.2	%		(21.5	)%		(80.9	)%		2.9	%		5.9	%		(14.8	)%
Total Return, at market value^		44.3	%		(22.0	)%		(80.6	)%		3.1	%		5.4	%		(15.8	)%
Ratios to Average Net Assets**
Expense ratio^^		1.15	%		1.00	%		1.43	%		0.95	%		0.97	%		0.99	%
Net investment income gain (loss)		2.50	%		2.12	%		2.01	%		3.04	%		2.86	%		2.65	%

*	See Note 1 of these Notes to Financial Statements.

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2023.

^^	The expense ratio would be 0.95%, 0.95%, 0.95%, 0.95%, 0.95% and 0.95%, respectively, if non-recurring fees and expenses, and brokerage commissions and futures account fees were excluded.

118

Table of Contents

For the Six Months Ended June 30, 2023 (unaudited)


Per Share Operating Performance	Ultra VIX Short-Term Futures ETF *			Ultra Yen			UltraShort Bloomberg Crude Oil			UltraShort Bloomberg Natural Gas *			UltraShort Euro			UltraShort Gold
Net asset value, at December 31, 2022	$	343.43		$	34.54		$	23.93		$	13.50		$	29.46		$	31.10
Net investment income (loss)		1.64			0.49			0.36			0.33			0.45			0.39
Net realized and unrealized gain (loss)#		(252.65	)		(7.63	)		1.33			13.70			(0.81	)		(2.59	)
Change in net asset value from operations		(251.01	)		(7.14	)		1.69			14.03			(0.36	)		(2.20	)
Net asset value, at June 30, 2023	$	92.42		$	27.40		$	25.62		$	27.53		$	29.10		$	28.90
Market value per share, at December 31, 2022 †	$	343.00		$	34.56		$	23.85		$	13.78		$	29.45		$	30.99
Market value per share, at June 30, 2023 †	$	92.45		$	27.42		$	25.70		$	27.73		$	29.11		$	28.96
Total Return, at net asset value^		(73.1	)%		(20.7	)%		7.1	%		103.9	%		(1.2	)%		(7.1	)%
Total Return, at market value^		(73.1	)%		(20.7	)%		7.8	%		101.2	%		(1.2	)%		(6.6	)%
Ratios to Average Net Assets**
Expense ratio^^		1.56	%		0.95	%		1.09	%		1.74	%		0.95	%		0.99	%
Net investment income gain (loss)		1.66	%		3.05	%		2.92	%		2.27	%		3.08	%		2.81	%

*	See Note 1 of these Notes to Financial Statements.

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2023.

^^	The expense ratio would be 0.95%, 0.95%, 0.95%, 0.95%, 0.95% and 0.95%, respectively, if non-recurring fees and expenses, and brokerage commissions and futures account fees were excluded.

119

Table of Contents

For the Six Months Ended June 30, 2023 (unaudited)


Per Share Operating Performance	UltraShort Silver			UltraShort Yen			VIX Mid-Term Futures ETF			VIX Short- Term Futures ETF *
Net asset value, at December 31, 2022	$	19.46		$	53.68		$	30.41		$	57.00
Net investment income (loss)		0.24			0.88			0.38			0.53
Net realized and unrealized gain (loss)#		0.79			13.38			(10.30	)		(32.58	)
Change in net asset value from operations		1.03			14.26			(9.92	)		(32.05	)
Net asset value, at June 30, 2023	$	20.49		$	67.94		$	20.49		$	24.95
Market value per share, at December 31, 2022 †	$	19.30		$	53.57		$	30.36		$	56.90
Market value per share, at June 30, 2023 †	$	20.58		$	67.95		$	20.48		$	24.96
Total Return, at net asset value^		5.3	%		26.6	%		(32.6	)%		(56.2	)%
Total Return, at market value^		6.6	%		26.8	%		(32.5	)%		(56.1	)%
Ratios to Average Net Assets**
Expense ratio^^		1.05	%		0.95	%		0.98	%		1.09	%
Net investment income gain (loss)		2.44	%		3.06	%		2.90	%		2.61	%

*	See Note 1 of these Notes to Financial Statements.

**	Percentages are annualized.

#	The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

†	Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

^	Percentages are not annualized for the period ended June 30, 2023.

^^	The expense ratio would be 0.95%, 0.95%, 0.85% and 0.85%, respectively, if non-recurring fees and expenses, and brokerage commissions and futures account fees were excluded.

120

Table of Contents

NOTE 7 – RISK

Correlation and Holding Period Risk

Each of the Geared Funds is “geared” which means that each has an investment objective to seek daily investment results, before fees and expenses, that correspond either to

one-half

the inverse

(-0.5x),

two times the inverse

(-2x),

one and

one-half

times (1.5x) the return or two times (2x) the return of the Geared Fund’s benchmark (referred to as the “Daily Target”). The Geared Funds do not seek to achieve their Daily Target for any period of time other than a single day (as measured from NAV calculation time to NAV calculation time). The return of a Geared Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will differ from

one-half

the inverse

(-0.5x),

two times the inverse

(-2x),

one and

one-half

times (1.5x) the return or two times (2x) the return of the Geared Fund’s benchmark for the same period. This difference may be significant. Compounding is the cumulative effect of applying investment gains and losses and income to the principal amount invested over time. Gains or losses experienced over a given period will increase or reduce the principal amount invested from which the subsequent period’s returns are calculated. The effects of compounding will likely cause the performance of a Geared Fund to differ from the Geared Fund’s stated multiple times the return of its benchmark for the same period. The effect of compounding becomes more pronounced as benchmark volatility and holding period increase. The impact of compounding will impact each shareholder differently depending on the period of time an investment in a Geared Fund is held and the volatility of the benchmark during the holding period of an investment in the Geared Fund.

The return of a Geared Fund for periods longer than a day is the product of a series of daily leveraged returns for each trading day during that period. If you hold Geared Fund shares for any period other than a day, it is important for you to understand the risks and long-term performance of a daily objective fund. You should know that over your holding period:

•

Your return may be higher or lower than the Daily Target, and this difference may be significant.

•

Factors that contribute to returns that are worse than the Daily Target include smaller Benchmark gains or losses and higher Benchmark volatility, as well as longer holding periods when these factors apply.

•

Factors that contribute to returns that are better than the Daily Target include larger Benchmark gains or losses and lower Benchmark volatility, as well as longer holding periods when these factors apply.

•

The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the Daily Target.

For periods longer than a day, you will lose money if the Benchmark’s performance is flat. It is possible that you will lose money invested in a Short or UltraShort Fund even if the value of the Benchmark falls during that period or money invested in an Ultra Fund even if the value of the Benchmark rises during that period. Returns may move in the opposite direction of the Benchmark during periods of higher Benchmark volatility, low Benchmark returns, or both. In addition, during periods of higher Benchmark volatility, the Benchmark volatility may affect your return as much or more than the return of the Benchmark.

Each Ultra and UltraShort Fund uses leverage and should produce daily returns that are more volatile than that of its benchmark. For example, the daily return of an Ultra with a 1.5x or 2x multiple should be approximately one and

one-half

or two times as volatile on a daily basis as is the return of a fund with an objective of matching the same benchmark. The daily return of an UltraShort Fund is designed to return two times the inverse

(-2x)

of the return that would be expected of a fund with an objective of matching the same benchmark. The Geared Funds are not appropriate for all investors and present significant risks not applicable to other types of funds. The Leveraged Funds use leverage and are riskier than similarly benchmarked exchange-traded funds that do not use leverage. An investor should only consider an investment in a Geared Fund if he or she understands the consequences of seeking daily leveraged, daily inverse or daily inverse leveraged investment results. Investors should understand the consequences of holding daily rebalanced funds for periods longer than a given day, including the impact of compounding on fund performance. Shareholders who invest in the Geared Funds should consider actively monitoring and/or periodically rebalancing their investments (which will possibly trigger transaction costs and tax consequences) in light of their investment goals and risk tolerances.

The Matching VIX Funds seek to achieve their stated investment objective over time.

121

Table of Contents

While the Funds seek to meet their investment objectives, there is no guarantee they will do so. Factors that may affect a Fund’s ability to meet its investment objective include: (1) the Sponsor’s ability to purchase and sell Financial Instruments in a manner that correlates to a Fund’s objective; (2) an imperfect correlation between the performance of Financial Instruments held by a Fund and the performance of the applicable benchmark;

(3) bid-ask

spreads on such Financial Instruments; (4) fees, expenses, transaction costs, financing costs associated with the use of Financial Instruments and commission costs; (5) holding or trading instruments in a market that has become illiquid or disrupted; (6) a Fund’s Share prices being rounded to the nearest cent and/or valuation methodology; (7) changes to a benchmark Index that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; (10) accounting standards; (11) differences caused by a Fund obtaining exposure to only a representative sample of the components of a benchmark, over weighting or under weighting certain components of a benchmark or obtaining exposure to assets that are not included in a benchmark; (12) large movements of assets into and/or out of a Fund, particularly late in the day; (13) significant and/or rapid increases in the size of the Fund as a result of an increase in creation activity that cause the Fund to approach or reach position or accountability limits or other portfolio limits; and (14) events such as natural disasters (including disease, epidemics and pandemics) that can be highly disruptive to economies, markets and companies including, but not limited to, the Sponsor and third party service providers.

A number of factors may affect a Geared Fund’s ability to achieve a high degree of correlation with its benchmark, and there can be no guarantee that a Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent a Geared Fund from achieving its investment objective. In order to achieve a high degree of correlation with their underlying benchmarks, the Geared Funds seek to rebalance their portfolios daily to keep exposure consistent with their investment objectives. Being materially under- or over-exposed to the benchmark may prevent such Geared Funds from achieving a high degree of correlation with such benchmark. Market disruptions or closure, large amounts of assets into or out of the Geared Funds, regulatory restrictions, extreme market volatility, and other factors will adversely affect such Funds’ ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the benchmarks’ movements during each day. The target amount of portfolio exposure is impacted dynamically by a benchmark’s movements, including intraday movements. Because of this, it is unlikely that the Geared Funds will be perfectly exposed (i.e.,

-0.5x,

-2x,

1.5x, or 2x, as applicable) to its benchmark at the end of each day, and the likelihood of being materially under- or over-exposed is higher on days when the benchmark levels are volatile near the close of the trading day.

Each Geared Fund seeks to rebalance its portfolio on a daily basis. The time and manner in which a Geared Fund rebalances its portfolio may vary from day to day depending upon market conditions and other circumstances at the discretion of the Sponsor. If for any reason a Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund’s investment exposure may not be consistent with the Fund’s investment objective. In these instances, the Fund may have investment exposure to its benchmark that is significantly greater or less than its stated multiple. As a result, the Fund may be more or less exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. Unlike other funds that do not rebalance their portfolios as frequently, each Geared Fund may be subject to increased trading costs associated with daily portfolio rebalancing in order to maintain appropriate exposure to the underlying benchmarks.

Counterparty Risk

Each Fund may use derivatives such as swap agreements and forward contracts (collectively referred to in this Counterparty Risk section as “derivatives”) in the manner described herein as a means to achieve their respective investment objectives. The use of derivatives by a Fund exposes the Fund to counterparty risks.

Regulatory Treatment

Derivatives are generally traded in OTC markets and are subject to comprehensive regulation in the United States. Cash-settled forwards are generally regulated as “swaps”, whereas physically settled forwards are generally not subject to regulation (in the case of commodities other than currencies) or subject to the federal securities laws (in the case of securities).

Title VII of the Dodd-Frank Act (“Title VII”) created a regulatory regime for derivatives, with the CFTC responsible for the regulation of swaps and the SEC responsible for the regulation of “security-based swaps.” Although some of the SEC requirements have not yet been made effective, the CFTC requirements are largely in place. The CFTC requirements include rules for some of the types of derivatives transactions in which the Funds engages, including mandatory clearing and exchange trading, reporting, and margin for OTC swaps. Title VII also created new categories of regulated market participants, such as “swap dealers,” “security-based swap dealers,” “major swap participants,” and “major security-based swap participants” who are, or will be, subject to significant new capital, registration, recordkeeping, reporting, disclosure, business conduct and other regulatory requirements. The regulatory requirements under Title VII continue to be developed and there may be further modifications that could materially and adversely impact the Funds, the markets in which a Fund trades and the counterparties with which the Fund engages in transactions.

As noted, all of the relevant CFTC rules may not apply to all of the swap agreements and forward contracts entered into by the Funds. Investors, therefore, may not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act (the “CEA”) in connection with each Fund’s swap agreements or forward contracts. The lack of regulation in these markets could expose investors to significant losses under certain circumstances, including in the event of trading abuses or financial failure by participants.

122

Table of Contents

Counterparty Credit Risk

The Funds will be subject to the credit risk of the counterparties to the derivatives. In the case of cleared derivatives, the Funds will have credit risk to the clearing corporation in a similar manner as the Funds would for futures contracts. In the case of uncleared OTC derivatives, the Funds will be subject to the credit risk of the counterparty to the transaction – typically a single bank or financial institution. As a result, a Fund is subject to increased credit risk with respect to the amount it expects to receive from counterparties to uncleared OTC derivatives entered into as part of that Fund’s principal investment strategy. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties or otherwise, a Fund could suffer significant losses on these contracts and the value of an investor’s investment in a Fund may decline.

The Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, subject to certain minimum thresholds. However, there are no limitations on the percentage of assets each Fund may invest in swap agreements or forward contracts with a particular counterparty. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the Funds will be exposed to counterparty risk as described above, including possible delays in recovering amounts as a result of bankruptcy proceedings. The Funds typically enter into transactions only with major global financial institutions.

OTC derivatives of the type that may be utilized by the Funds are generally less liquid than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are generally entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty. These agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed to the party under the agreement. For example, if the level of the Fund’s benchmark has a dramatic intraday move that would cause a material decline in the Fund’s NAV, the terms of the swap may permit the counterparty to immediately close out the transaction with the Fund. In that event, it may not be possible for the Fund to enter into another swap or to invest in other Financial Instruments necessary to achieve the desired exposure consistent with the Fund’s objective. This, in turn, may prevent the Fund from achieving its investment objective, particularly if the level of the Fund’s benchmark reverses all or part of its intraday move by the end of the day.

In addition, cleared derivatives benefit from daily

mark-to-market

and settlement, and segregation and minimum capital requirements applicable to intermediaries. To the extent the Fund enters into cleared swap transactions, the Fund will deposit collateral with a futures commission merchant in cleared swaps customer accounts, which are required by CFTC regulations to be separate from the futures commission merchant’s proprietary collateral posted for cleared swaps transactions. Cleared swap customer collateral is subject to regulations that closely parallel the regulations governing customer segregated funds for futures transactions but provide certain additional protections to cleared swaps collateral in the event of a clearing broker or clearing broker customer default. For example, in the event of a default of both the clearing broker and a customer of the clearing broker, a clearing house is only permitted to access the cleared swaps collateral in the legally separate (but operationally comingled) account of the defaulting cleared swap customer of the clearing broker, as opposed to the treatment of futures customer segregated funds, under which the clearing house may access all of the commingled futures customer segregated funds of a defaulting clearing broker. Derivatives entered into directly between two counterparties do not necessarily benefit from such protections, particularly if entered into with an entity that is not registered as a “swap dealer” with the CFTC. Bilateral OTC derivatives expose the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss.

The Sponsor regularly reviews the performance of its counterparties for, among other things, creditworthiness and execution quality. In addition, the Sponsor periodically considers the addition of new counterparties and the counterparties used by a Fund may change at any time. Each day, the Funds disclose their portfolio holdings as of the prior Business Day. Each Fund’s portfolio holdings identifies its counterparties, as applicable. This portfolio holdings information may be accessed through the web on the Sponsor’s website at www.ProShares.com.

Each counterparty and/or any of its affiliates may be an Authorized Participant or shareholder of a Fund, subject to applicable law.

The counterparty risk for cleared derivatives transactions is generally lower than for OTC derivatives. Once a transaction is cleared, the clearing organization is substituted and is a Fund’s counterparty on the derivative. The clearing organization guarantees the performance of the other side of the derivative. Nevertheless, some risk remains, as there is no assurance that the clearing organization, or its members, will satisfy its obligations to a Fund.

123

Table of Contents

Leverage Risk

The Leveraged Funds may utilize leverage in seeking to achieve their respective investment objectives and will lose more money in market environments adverse to their respective daily investment objectives than funds that do not employ leverage. The use of leveraged and/or inverse leveraged positions increases the risk of total loss of an investor’s investment, even over periods as short as a single day.

For example, because the UltraShort Funds and Ultra Funds (except for the Ultra VIX Short-Term Futures ETF which includes a one and

one-half

times (1.5x) multiplier) include a two times the inverse

(-2x),

or a two times (2x) multiplier, a

single-day

movement in the relevant benchmark approaching 50% at any point in the day could result in the total loss or almost total loss of an investor’s investment if that movement is contrary to the investment objective of the Fund in which an investor has invested, even if such Fund’s benchmark subsequently moves in an opposite direction, eliminating all or a portion of the movement. This would be the case with downward

single-day

or intraday movements in the underlying benchmark of an Ultra Fund or upward

single-day

or intraday movements in the benchmark of an UltraShort Fund, even if the underlying benchmark maintains a level greater than zero at all times.

Liquidity Risk

Financial Instruments cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption can also make it difficult to liquidate a position or find a swap or forward contract counterparty at a reasonable cost. Market illiquidity may cause losses for the Funds. The large size of the positions which the Funds may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Instruments related to one benchmark, which in many cases is highly concentrated.

“Contango” and “Backwardation” Risk

In Funds that hold futures contracts, as the futures contracts near expiration, they are generally replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in November 2022 may specify a January 2023 expiration. As that contract nears expiration, it may be replaced by selling the January 2023 contract and purchasing the contract expiring in March 2023. This process is referred to as “rolling.” Rolling may have a positive or negative impact on performance. For example, historically, the prices of certain types of futures contracts have frequently been higher for contracts with shorter-term expirations than for contracts with longer-term expirations, which is referred to as “backwardation.” In these circumstances, absent other factors, the sale of the January 2023 contract would take place at a price that is higher than the price at which the March 2023 contract is purchased, thereby creating a gain in connection with rolling. While certain types of futures contracts have historically exhibited consistent periods of backwardation, backwardation will likely not exist in these markets at all times. The presence of contango (where prices of contracts are higher in the distant delivery months than in the nearer delivery months due to the costs of long-term storage of a physical commodity prior to delivery or other factors) in certain futures contracts at the time of rolling would be expected to adversely affect an Ultra Fund or a Matching VIX Fund that invests in such futures, and positively affect a Short Fund or an UltraShort Fund that invests in such futures. Similarly, the presence of backwardation in certain futures contracts at the time of rolling such contracts would be expected to adversely affect the Short Fund and UltraShort Funds, and positively affect the Ultra Funds and Matching VIX Funds.

Since the introduction of VIX futures contracts, there have frequently been periods where VIX futures prices reflect higher expected volatility levels further out in time. This can result in a loss from “rolling” the VIX futures to maintain the constant weighted average maturity of the applicable VIX Futures Index. Losses from exchanging a lower priced VIX future for a higher priced longer-term future in the rolling process would adversely affect the value of each VIX Futures Index and, accordingly, decrease the return of the Ultra VIX Short-Term Futures ETF and the Matching VIX Funds.

Gold and silver have historically exhibited persistent “contango” markets rather than backwardation. Natural gas, like crude oil, moves in and out of backwardation and contango but historically has been in contango most commonly.

There have been times where WTI crude oil futures contracts experience “extraordinary contango or extraordinary backwardation”. For example, in April 2020, the market for crude oil futures contracts experienced a period of “extraordinary contango” that resulted in a negative price in the May 2020 WTI crude oil futures contract. In the summer of 2022, the market for crude oil futures contracts experienced a period of extreme backwardation, but normalized towards the end of the year. The futures contracts held by the Funds may experience a period of extraordinary contango or backwardation in the future. If all or a significant portion of the futures contracts held by

124

Table of Contents

an Ultra Fund at a future date were to reach a negative price, investors in such Fund could lose their entire investment. Conversely, investors in an UltraShort Fund could suffer significant losses or lose their entire investment if prices reversed or were subject to extraordinary backwardation. The effects of rolling futures contracts under extraordinary contango or backwardation market conditions generally are more exaggerated than rolling futures contracts under more typical contango or backwardation market conditions. Either scenario may result in significant losses.

Investments in futures contracts are subject to current position limits and accountability levels established by the exchanges. Accordingly, the Sponsor and the Funds may be required to reduce the size of outstanding positions or be restricted from entering into new positions that would otherwise be taken for a Fund or not trade in certain markets on behalf of the Fund in order to comply with those limits or any future limits. These restrictions, if implemented, could limit the ability of each Fund to invest in additional futures contracts, add to existing positions in the desired amount, or create additional Creation Units and could otherwise have a significant negative impact on Fund operations and performance, decreasing a Fund’s correlation to the performance of its benchmark, and otherwise preventing a Fund from achieving its investment objective. On May 4, 2020, CME imposed a more restrictive position limit in September 2020 WTI oil futures contracts with respect to the Oil Funds. In response to CME’s imposition of a more restrictive position limit, global developments, and other factors, the Sponsor modified certain of the Oil Funds’ investment strategies to invest in longer-dated futures contracts. In early July 2020, in anticipation of the roll of the Oil Funds’ benchmark, and in order to help manage the impact of recent extraordinary conditions and volatility in the markets for crude oil and related Financial Instruments, the Sponsor modified certain of the Oil Funds’ investment strategies to invest in longer-dated futures contracts.

Natural Disasters and Public Health Disruptions, such as the

COVID-19

Pandemic, May Have a Significant Negative Impact on the Performance of Each Fund.

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including public health disruptions, pandemics and epidemics (for example,

COVID-19

including its variants), have been and may continue to be highly disruptive to economies and markets. These conditions have led, and may continue to lead, to increased or extreme market volatility, illiquidity and significant market losses. Such natural disaster and health crises could exacerbate political, social, and economic risks, and result in significant breakdowns, delays, shutdowns, social isolation, civil unrest, periods of high unemployment, shortages in and disruptions to the medical care and consumer goods and services industries, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the Funds and their investments. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Funds, the Funds’ Sponsor 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 Funds’ investments. These factors can cause extreme market volatility, illiquidity, exchange trading suspensions and market closures. For example, market factors may adversely affect the price and liquidity of the Funds’ investments and potentially increase margins and collateral requirements in ways that have a significant negative impact on Fund performance or make it difficult, or impossible, for a Fund to achieve its investment objective. Under these circumstances, a Fund could have difficulty finding counterparties to transactions, entering or exiting positions at favorable prices and could incur significant losses. Further, Fund counterparties may close out positions with the Funds without notice, at unfavorable times or unfavorable prices, or may choose to transaction on a more limited basis (or not at all). In such cases, it may be difficult or impossible for a Fund to achieve the desired investment exposure with its investment objective. These conditions also can impact the ability of the Funds to complete creation and redemption transactions and disrupt Fund trading in the secondary market.

Additionally, geopolitical conflict, including, war and armed conflicts (such as Russia’s continued military actions against Ukraine that started in February 2022, the Israel-Hamas conflict, the Houthi movement’s attacks on marine vessels in the Red Sea, and the expansion of such conflicts in surrounding areas), 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. 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 a Fund’s performance, and the value of an investment in the Fund may decline significantly.

NOTE 8 – SUBSEQUENT EVENTS

Management has evaluated the possibility of subsequent events existing in the Trust’s and the Funds’ financial statements through the date the financial statements were issued. Management has determined that there are no material events that would require disclosure in the Trust’s or the Funds’ financial statements through this date.

125

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This information should be read in conjunction with the financial statements and notes to the financial statements included with this Quarterly Report on Form

10-Q.

The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “intend,” “project,” “seek” or the negative of these terms or other comparable terminology. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risk and changes in circumstances that are difficult to predict and many of which are outside of the Funds’ control. The Funds’ forward-looking statements are not guarantees of future results and conditions and important factors, risks and uncertainties \in the markets for financial instruments that the Funds trade, in the markets for related physical commodities, in the legal and regulatory regimes applicable to the Sponsor, the Funds, and the Funds’ service providers, and in the broader economy may cause the Funds’ actual results to differ materially from those expressed in forward-looking statements. These forward-looking statements are based on information currently available to the Sponsor and are subject to a number of risks, uncertainties and other factors, both known, such as those described in “Risk Factors” in our Annual Report on Form

10-K

for the fiscal year ended December 31, 2023 and in this Quarterly Report on Form

10-Q

for the period ended June 30, 2024, and unknown, that could cause the actual results, performance, prospects or opportunities of the Funds to differ materially from those expressed in, or implied by, these forward-looking statements. Factors that could cause results to differ from those expressed in the forward-looking statements include those described in the aforementioned filings and in other SEC filings by the Funds, as well as the following: risks and uncertainty related to geopolitical conflict, world health crises and the global economic markets; risks associated with a rising rate environment; risks associated with regulatory and exchange daily price limits, position limits and accountability levels; and risks related to market competition. None of the Trust, the Sponsor, the Trustee, or the Administrator assumes responsibility for the accuracy or completeness of any forward-looking statements. Except as expressly required by federal securities laws, none of the Trust, the Sponsor, the Trustee, or the Administrator is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in expectations or predictions.

Introduction

Each of the Funds generally invests in instruments whose value is derived from the value of an underlying asset, rate or index (Collectively, “Financial Instruments”), including futures contracts, swap agreements, forward contracts and other instruments as a substitute for investing directly in commodities, currencies, or spot volatility products in order to gain exposure to its applicable underlying commodity futures index, commodity, currency exchange rate or equity volatility index. Financial Instruments also are used to produce economically “inverse,” “inverse leveraged” or “leveraged” investment results for the Geared Funds.

The “Short” Fund seeks daily investment results, before fees and expenses, that correspond to

one-half

the inverse

(-0.5x)

of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of its corresponding benchmark. Each “Ultra” Fund seeks daily investment results, before fees and expenses, that correspond to either one and

one-half

times (1.5x) or two times (2x) the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results, before fees and expenses, both for a single day and over time, that match (1x) the performance of its corresponding benchmark. Daily performance is measured from the calculation of each Fund’s net asset value (“NAV”) to the Fund’s next NAV calculation.

Each Geared Fund seeks investment results for a single day only, not for any other period. This is different from most exchange-traded funds and means that the return of such Fund for a period longer than a single trading day will be the result of each day’s returns compounded over the period, which will very likely differ in amount and possibly even direction from

-0.5x,

-2x,

1.5x, or 2x, of the return of the benchmark to which such Fund is benchmarked for that period. Volatility of the benchmark may be at least as important to a Geared Fund’s return for the period as the return of the benchmark. Geared Funds that use leverage, are riskier than similarly benchmarked exchange-traded funds that do not use leverage. Accordingly, these Funds may not be suitable for all investors and should be used only by knowledgeable investors who understand the potential consequences of seeking daily leveraged, inverse or inverse leveraged investment results. Shareholders who invest in the Geared Funds should actively manage and monitor their investments, as frequently as daily.

126

Table of Contents

Each Matching VIX Fund seeks investment results, before fees and expenses, that match the performance of the S&P 500 VIX Short-Term Futures Index (the “Short-Term VIX Index”) or the S&P 500 VIX

Mid-Term

Futures Index (the

“Mid-Term

VIX Index”) (each a “VIX Futures Index”). Each Geared VIX Fund seeks daily investment results, before fees and expenses, that correspond to a multiple or the inverse of the daily performance of the Short-Term VIX Index. Each VIX Fund intends to obtain exposure to its benchmark by taking positions in futures contracts (“VIX futures contracts”) based on the Chicago Board Options Exchange (“Cboe”) Volatility Index (the “VIX”).

ProShares UltraShort Bloomberg Crude Oil, ProShares Ultra Gold, ProShares Ultra Silver, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Bloomberg Natural Gas, ProShares Ultra Bloomberg Crude Oil, and ProShares Ultra Bloomberg Natural Gas are benchmarked to indexes designed to track the performance of commodity futures contracts, as applicable. The daily performance of these Indexes and the corresponding Funds will likely be very different in amount and possibly even direction from the daily performance of the price of the related physical commodities.

Each Geared Fund continuously offers and redeems its Shares in blocks of 50,000 Shares and each Matching VIX Fund continuously offers and redeems its Shares in blocks of 25,000 Shares (each such block a “Creation Unit”). Only Authorized Participants may purchase and redeem Shares from a Fund and then only in Creation Units. An Authorized Participant is an entity that has entered into an Authorized Participant Agreement with one or more of the Funds. Shares of the Funds are offered to Authorized Participants in Creation Units at each Fund’s respective NAV. Authorized Participants may then offer to the public, from time to time, Shares from any Creation Unit they create at a

per-Share

market price that varies depending on, among other factors, the trading price of the Shares of each Fund on its applicable listing exchange, the NAV and the supply of and demand for the Shares at the time of the offer. Shares from the same Creation Unit may be offered at different times and may have different offering prices based upon the above factors. The form of Authorized Participant Agreement and related Authorized Participant Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants do not receive from any Fund, the Sponsor, or any of their affiliates, any underwriting fees or compensation in connection with their sale of Shares to the public.

The Sponsor maintains a website at www.ProShares.com, through which monthly account statements and the Trust’s Annual Report on Form

10-K,

Quarterly Reports on Form

10-Q,

Current Reports on Form

8-K

and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), can be accessed free of charge, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the U.S. Securities and Exchange Commission (the “SEC”). Additional information regarding the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.

Share Splits

On June 7, 2023, the Trust issued a press release announcing a reverse share split on ProShares VIX Short-Term Futures ETF, ProShares Ultra VIX Short-Term Futures ETF and ProShares Ultra Bloomberg Natural Gas. The Splits did not change the value of a shareholder’s investment. ProShares VIX Short-Term Futures ETF executed a 1:5 Reverse Split of its shares. ProShares Ultra VIX Short-Term Futures ETF executed a 1:10 Reverse Split of its shares. ProShares Ultra Bloomberg Natural Gas ETF executed a 1:20 Reverse Split of its shares. The Reverse Splits were effective at the market open on June 23, 2023, when the Funds began trading at their post-Reverse Split prices. The ticker symbol for the Funds did not change, but the Funds issued new CUSIP numbers (74347Y789 for VIXY, 74347Y771 for UVXY, and 74347Y763 for BOIL). The Reverse Splits increased the price per share of the Funds with a proportionate decrease in the number of shares outstanding.

On March 20, 2024, the Trust issued a press release announcing a forward share split on ProShares Short VIX Short-Term Futures, ProShares UltraShort Bloomberg Natural Gas and a reverse share split on ProShares Ultra VIX Short-Term Futures. The Splits did not change the value of a shareholder’s investment. ProShares Short VIX Short-Term Futures executed a 2:1 Forward Split of its shares. ProShares UltraShort Bloomberg Natural Gas also executed a 2:1 Forward Split of its shares. The Forward Splits were effective at the market open on April 11, 2024, when the Funds begin trading at their post-Forward Split prices. The Forward Split decreased the price per share of each Funds with a proportionate increase in the number of its shares outstanding. ProShares Ultra VIX Short-Term Futures executed a 1:5 Reverse Split of its shares. The Reverse Split was effective at the market open on April 11, 2024, when the Fund began trading at its post-Reverse Split price. The ticker symbol for the Fund did not change, but the Fund was issued a new CUSIP number (74347Y755 for UVXY). The Reverse Split increased the price per share of the Fund with a proportionate decrease in the number of shares outstanding.

127

Table of Contents

Liquidity and Capital Resources

In order to collateralize derivatives positions in indices, commodities or currencies, a portion of the NAV of each Fund is held in cash and/or U.S. Treasury securities, agency securities, or other high credit quality short term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S. dollars or the applicable foreign currency with respect to a Currency Fund). A portion of these investments may be posted as collateral in connection with swap agreements, futures, and/or forward contracts. The percentage that U.S. Treasury bills and other short-term fixed-income securities bear to the shareholders’ equity of each Fund varies from period to period as the market values of the underlying swaps, futures contracts and forward contracts change. During the three and six months ended June 30, 2024 and 2023, each of the Funds earned interest income as follows:


Fund	Interest Income Three Months Ended June 30, 2024		Interest Income Three Months Ended June 30, 2023		Interest Income Six Months Ended June 30, 2024		Interest Income Six Months Ended June 30, 2023
ProShares Short VIX Short-Term Futures ETF	$	3,457,223	$	2,437,210	$	6,766,508	$	4,546,332
ProShares Ultra Bloomberg Crude Oil		6,506,199		5,878,092		11,516,649		11,886,000
ProShares Ultra Bloomberg Natural Gas		6,418,687		8,866,705		12,870,827		17,825,228
ProShares Ultra Euro		70,817		88,182		149,303		185,419
ProShares Ultra Gold		2,819,359		1,983,196		4,833,274		3,632,210
ProShares Ultra Silver		6,245,723		3,701,182		9,880,580		7,075,578
ProShares Ultra VIX Short-Term Futures ETF		2,335,823		4,750,595		5,094,065		9,167,250
ProShares Ultra Yen		483,557		114,980		853,811		235,098
ProShares UltraShort Bloomberg Crude Oil		2,290,280		1,560,028		4,533,047		3,563,237
ProShares UltraShort Bloomberg Natural Gas		1,577,496		1,344,889		2,924,574		2,531,641
ProShares UltraShort Euro		429,872		593,746		888,189		1,240,866
ProShares UltraShort Gold		176,727		184,052		319,930		316,614
ProShares UltraShort Silver		597,421		323,734		978,854		523,812
ProShares UltraShort Yen		456,243		255,354		771,660		459,554
ProShares VIX Mid-Term Futures ETF		1,106,849		650,585		1,622,013		1,298,505
ProShares VIX Short-Term Futures ETF		1,619,921		2,440,291		3,378,183		4,560,852

Each Fund’s underlying swaps, futures, options, forward contracts and foreign currency forward contracts, as applicable, may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, swaps and forward contracts are not traded on an exchange, do not have uniform terms and conditions, and in general are not transferable without the consent of the counterparty. In the case of futures contracts, commodity exchanges may limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily limits.” During a single day, no futures trades may be executed at prices beyond the daily limit. Once the price of a futures contract has increased or decreased by an amount equal to the daily limit, positions in such futures contracts can neither be taken nor liquidated unless the traders are willing to effect trades at or within the limit. Futures contract prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Such market conditions could prevent a Fund from promptly liquidating its futures positions.

Entry into swap agreements or forward contracts may further impact liquidity because these contractual agreements are executed

“off-exchange”

between private parties and, therefore, the time required to offset or “unwind” these positions may be greater than that for exchange-traded instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

The large size of the positions in which a Fund may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Investments related to one benchmark, which in many cases is highly concentrated.

Because each Fund may enter into swaps and may trade futures and forward contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk).

128

Market Risk

Trading in derivatives contracts involves each Fund entering into contractual commitments to purchase or sell a commodity, currency or spot volatility product underlying such Fund’s benchmark at a specified date and price, should it hold such derivative contract into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, currency or spot volatility product, it would be required to make delivery of that commodity, currency or spot volatility product at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity, currency or spot volatility product can rise is unlimited, entering into commitments to sell commodities, currencies or spot volatility products would expose a Fund to theoretically unlimited risk.

For more information, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report on

Form 10-Q.

Credit Risk

When a Fund enters into swap agreements, futures contracts or forward contracts, the Fund is exposed to credit risk that the counterparty to the contract will not meet its obligations.

The counterparty for futures contracts traded on United States and most foreign futures exchanges as well as certain swaps is the clearing house associated with the particular exchange. In general, clearing houses are backed by their corporate members who may be required to share in the financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearing house is not backed by the clearing members (i.e., some foreign exchanges, which may become applicable in the future), it may be backed by a consortium of banks or other financial institutions.

Certain swap and forward agreements are contracted for directly with counterparties. There can be no assurance that any counterparty, clearing member or clearing house will meet its obligations to a Fund.

Swap agreements do not generally involve the delivery of underlying assets either at the outset of a transaction or upon settlement. Accordingly, if the counterparty to an OTC swap agreement defaults, the Fund’s risk of loss typically consists of the net amount of payments that the Fund is contractually entitled to receive, if any. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with the recovery of collateral posted in segregated

tri-party

accounts at the Fund’s custodian bank.

Forward agreements do not involve the delivery of assets at the onset of a transaction, but may be settled physically in the underlying asset if such contracts are held to expiration, particularly in the case of currency forwards. Thus, prior to settlement, if the counterparty to a forward contract defaults, a Fund’s risk of loss will generally consist of the net amount of payments that the Fund is contractually entitled to receive, if any. However, if physically settled forwards are held until expiration (presently, there is no plan to do this), at the time of settlement, a Fund may be at risk for the full notional value of the forward contracts depending on the type of settlement procedures used.

The Sponsor attempts to minimize certain of these market and credit risks by normally:

•

executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;

•

limiting the outstanding amounts due from counterparties to the Funds;

•

not posting margin directly with a counterparty;

•

requiring that the counterparty posts collateral in amounts approximately equal to that owed to the Funds, as marked to market daily, subject to certain minimum thresholds;

•

limiting the amount of margin or premium posted at a FCM; and

•

ensuring that deliverable contracts are not held to such a date when delivery of the underlying asset could be called for.

Off-Balance

Sheet Arrangements and Contractual Obligations

As of August 2, 2024, the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitate

off-balance

sheet financing arrangements and have no loan guarantee arrangements or

off-balance

sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Funds. While each Fund’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Fund’s financial position.

Management fee payments made to the Sponsor are calculated as a fixed percentage of each Fund’s NAV. As such, the Sponsor cannot anticipate the payment amounts that will be required under these arrangements for future periods as NAVs are not known until a future date. The agreement with the Sponsor may be terminated by either party upon 30 days written notice to the other party.

129

Critical Accounting Policies

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates. The Trust’s and the Funds’ application of these policies involves judgments and actual results may differ from the estimates used.

Each Fund has significant exposure to Financial Instruments. The Funds hold a significant portion of their assets in swaps, futures, forward contracts or foreign currency forward contracts, all of which are recorded on a trade date basis and at fair value in the financial statements, with changes in fair value reported in the Statements of Operations.

The use of fair value to measure Financial Instruments, with related unrealized gains or losses recognized in earnings in each period, is fundamental to the Trust’s and the Funds’ financial statements. The fair value of a Financial Instrument is the amount 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 exit price).

For financial reporting purposes, the Funds value investments based upon the closing price in their primary markets. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain Funds’ final creation/redemption NAV for the period ended June 30, 2024.

Repurchase agreements are generally valued at amortized cost, provided such amounts approximate fair value.

Derivatives (e.g., futures contracts, options, swap agreements, forward agreements and foreign currency forward contracts) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold and Silver Funds, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold and Silver Funds are valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are valued at last settled price. The Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position. Such fair value prices would be generally determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and equitable so long as such principles are consistent with normal industry standards. The Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards.

Fair value pricing may require subjective determinations about the value of an investment. While each Fund’s policy is intended to result in a calculation of the Fund’s NAV that fairly reflects investment values as of the time of pricing, the Funds cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that the Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale).

The prices used by a Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or discount, and is reflected as Interest Income in the Statement of Operations. Additionally, interest income may be earned on Repurchase Agreements and/or cash held on deposit with brokers for futures contracts.

Realized gains (losses) and changes in unrealized gain (loss) on open investments are determined on a specific identification basis and recognized in the Statements of Operations in the period in which the contract is closed or the changes occur, respectively.

Each Fund pays its respective brokerage commissions, including applicable exchange fees, NFA fees, give up fees, pit futures account fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission regulated investments. Brokerage commissions on futures contracts are recognized on a half-turn basis. The Sponsor is currently paying brokerage commissions in VIX futures contracts for the Matching VIX Funds that exceed variable create/redeem fees collected by more than 0.02% of the Matching VIX Fund’s average net assets annually.

130

Results of Operations for the Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023

ProShares Short VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
NAV beginning of period	$	313,978,799		$	295,340,393
NAV end of period	$	298,712,515		$	282,353,267
Percentage change in NAV		(4.9	)%		(4.4	)%
Shares outstanding beginning of period		5,568,614			9,268,614
Shares outstanding end of period		4,868,614			6,668,614
Percentage change in shares outstanding		(12.6	)%		(28.1	)%
Shares created		350,000			1,100,000
Shares redeemed		1,050,000			3,700,000
Per share NAV beginning of period	$	56.38		$	31.86
Per share NAV end of period	$	61.35		$	42.34
Percentage change in per share NAV		8.8	%		32.9	%
Percentage change in benchmark		(15.8	)%		(44.4	)%
Benchmark annualized volatility		41.2	%		45.8	%

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,568,614 outstanding Shares at March 31, 2024 to 4,868,614 outstanding Shares at June 30, 2024. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to

one-half

the inverse

(-0.5x)

of the daily performance of the S&P 500 VIX Short-Term Futures Index. By comparison, during the three months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 9,268,614 outstanding Shares at March 31, 2023 to 6,668,614 outstanding Shares at June 30, 2023. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to

one-half

the inverse

(-0.5x)

of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to

one-half

the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 8.8% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 32.9% for the three months ended June 30, 2023, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s decline of 15.8% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 44.4% for the three months ended June 30, 2023, can be attributed to a lesser decrease in the value of near-term futures contracts on the VIX futures curve during the period ended June 30, 2024.

131

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Net investment income (loss)	$	2,584,261		$	1,696,752
Management fee		702,645			617,036
Brokerage commission		170,317			123,422
Net realized gain (loss)		26,761,918			65,202,331
Change in net unrealized appreciation (depreciation)		(4,167,221	)		9,673,101
Net Income (loss)	$	25,178,958		$	76,572,184

The Fund’s net income decreased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a lesser decrease in the value of futures prices during the three months ended June 30, 2024.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the forward Share split for ProShares Short VIX Short-Term Futures.

ProShares Ultra Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
NAV beginning of period	$	597,176,895		$	811,668,456
NAV end of period	$	527,486,095		$	738,194,368
Percentage change in NAV		(11.7	)%		(9.1	)%
Shares outstanding beginning of period		17,993,096			30,593,096
Shares outstanding end of period		15,743,096			31,093,096
Percentage change in shares outstanding		(12.5	)%		1.6	%
Shares created		5,050,000			15,550,000
Shares redeemed		7,300,000			15,050,000
Per share NAV beginning of period	$	33.19		$	26.53
Per share NAV end of period	$	33.51		$	23.74
Percentage change in per share NAV		1.0	%		(10.5	)%
Percentage change in benchmark		0.5	%		(4.4	)%
Benchmark annualized volatility		17.4	%		32.8	%

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 17,993,096 outstanding Shares at March 31, 2024 to 15,743,096 outstanding Shares at June 30, 2024. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index

. By comparison, during the three months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index

. The decrease in the Fund’s NAV was offset by an increase from 30,593,096 outstanding Shares at March 31, 2023 to 31,093,096 outstanding Shares at June 30, 2023.

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 1.0% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 10.5% for the three months ended June 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

132

The benchmark’s rise of 0.5% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 4.4% for the three months ended June 30, 2023, can be attributed to an increase in the value of WTI Crude Oil during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Net investment income (loss)	$	5,118,436		$	4,038,791
Management fee		1,344,787			1,744,998
Brokerage commission		42,976			94,303
Net realized gain (loss)		6,957,617			(76,414,795	)
Change in net unrealized appreciation (depreciation)		(738,826	)		45,539,157
Net Income (loss)	$	11,337,227		$	(26,836,847	)

The Fund’s net income increased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to an increase in the value of WTI Crude Oil during the three months ended June 30, 2024.

ProShares Ultra Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
NAV beginning of period	$	580,741,377		$	1,139,983,773
NAV end of period	$	540,643,821		$	1,141,021,278
Percentage change in NAV		(6.9	)%		0.1	%
Shares outstanding beginning of period		44,218,544			15,454,376
Shares outstanding end of period		34,668,544			16,421,876
Percentage change in shares outstanding		(21.6	)%		6.3	%
Shares created		24,350,000			13,792,500
Shares redeemed		33,900,000			12,825,000
Per share NAV beginning of period	$	13.13		$	73.76
Per share NAV end of period	$	15.59		$	69.48
Percentage change in per share NAV		18.7	%		(5.8	)%
Percentage change in benchmark		13.9	%		2.2	%
Benchmark annualized volatility		53.0	%		57.7	%

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 44,218,544 outstanding Shares at March 31, 2024 to 34,668,544 outstanding Shares at June 30, 2024. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Natural Gas Subindex

. By comparison, during the three months ended June 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 15,454,376 outstanding Shares at March 31, 2023 to 16,421,876 outstanding Shares at June 30, 2023. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Natural Gas Subindex

133

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
NAV beginning of period	$	6,804,048		$	8,616,433
NAV end of period	$	5,595,533		$	7,535,435
Percentage change in NAV		(17.8	)%		(12.5	)%
Shares outstanding beginning of period		600,000			750,000
Shares outstanding end of period		500,000			650,000
Percentage change in shares outstanding		(16.7	)%		(13.3	)%
Shares created		—			—
Shares redeemed		100,000			100,000
Per share NAV beginning of period	$	11.34		$	11.49
Per share NAV end of period	$	11.19		$	11.59
Percentage change in per share NAV		(1.3	)%		0.9	%
Percentage change in benchmark		(0.7	)%		0.6	%
Benchmark annualized volatility		5.5	%		6.8	%

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 600,000 outstanding Shares at March 31, 2024 to 500,000 outstanding Shares at June 30, 2024. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the three months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 750,000 outstanding Shares at March 31, 2023 to 650,000 outstanding Shares at June 30, 2023. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the spot price of the euro versus the U.S. dollar.

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 1.3% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 0.9% for the three months ended June 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s decline of 0.7% for the three months ended June 30, 2024, as compared to the benchmark’s rise of 0.6% for the three months ended June 30, 2023, can be attributed to a decrease in the value of the euro versus the U.S. dollar during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Net investment income (loss)	$	56,873		$	68,331
Management fee		13,944			19,851
Net realized gain (loss)		(219,350	)		78,291
Change in net unrealized appreciation (depreciation)		62,167			(79,023	)
Net Income (loss)	$	(100,310	)	$	67,599

The Fund’s net income decreased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a decrease in the value of the euro versus the U.S. dollar during the three months ended June 30, 2024.

135

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Net investment income (loss)	$	2,264,848		$	1,502,010
Management fee		546,388			474,261
Brokerage commission		8,123			6,925
Net realized gain (loss)		31,567,821			17,168,107
Change in net unrealized appreciation (depreciation)		(17,226,689	)		(32,854,842	)
Net Income (loss)	$	16,605,980		$	(14,184,725	)

The Fund’s net income increased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to an increase in the value of futures prices during the three months ended June 30, 2024.

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
NAV beginning of period	$	403,584,744		$	429,115,334
NAV end of period	$	570,829,521		$	356,791,659
Percentage change in NAV		41.4	%		(16.9	)%
Shares outstanding beginning of period		14,146,526			13,796,526
Shares outstanding end of period		15,246,526			13,196,526
Percentage change in shares outstanding		7.8	%		(4.3	)%
Shares created		5,150,000			700,000
Shares redeemed		4,050,000			1,300,000
Per share NAV beginning of period	$	28.53		$	31.10
Per share NAV end of period	$	37.44		$	27.04
Percentage change in per share NAV		31.2	%		(13.1	)%
Percentage change in benchmark		17.8	%		(5.1	)%
Benchmark annualized volatility		38.5	%		24.1	%

During the three months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Silver Subindex

. The increase in the Fund’s NAV also resulted in part from an increase from 14,146,526 outstanding Shares at March 31, 2024 to 15,246,526 outstanding Shares at June 30, 2024. By comparison, during the three months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Silver Subindex

. The decrease in the Fund’s NAV also resulted in part form a decrease from 13,796,526 outstanding Shares at March 31, 2023 to 13,196,526 outstanding Shares at June 30, 2023.

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 31.2% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 13.1% for the three months ended June 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

137

ProShares Ultra VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
NAV beginning of period	$	278,240,649		$	535,980,236
NAV end of period	$	232,135,198		$	387,764,059
Percentage change in NAV		(16.6	)%		(27.7	)%
Shares outstanding beginning of period		8,844,891			2,317,568
Shares outstanding end of period		9,843,643			4,195,568
Percentage change in shares outstanding		11.3	%		81.0	%
Shares created		7,030,000			2,588,000
Shares redeemed		6,031,248			710,000
Per share NAV beginning of period	$	31.46		$	231.27
Per share NAV end of period	$	23.58		$	92.42
Percentage change in per share NAV		(25.0	)%		(60.0	)%
Percentage change in benchmark		(15.8	)%		(44.4	)%
Benchmark annualized volatility		41.2	%		45.8	%

one-half

times (1.5x) the daily performance of the S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 8,844,891 outstanding Shares at March 31, 2024 to 9,843,643 outstanding Shares at June 30, 2024. By comparison, during the three months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to one and

one-half

times (1.5x) the daily performance of the S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 2,317,568 outstanding Shares at March 31, 2023 to 4,195,568 outstanding Shares at June 30, 2023.

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 1.5x the daily performance of its benchmark. The Fund’s per Share NAV decrease of 25.0% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 60.0% for the three months ended June 30, 2023, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Net investment income (loss)	$	1,263,439		$	2,581,004
Management fee		553,814			1,330,081
Brokerage commission		454,606			712,511
Futures account fees		63,964			126,999
Net realized gain (loss)		(57,412,686	)		(426,300,356	)
Change in net unrealized appreciation (depreciation)		11,698,440			(45,315,177	)
Net Income (loss)	$	(44,450,807	)	$	(469,034,529	)

The Fund’s net income increased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a lesser decrease in the value of futures prices, during the three months ended June 30, 2024.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for ProShares Ultra VIX Short Term Futures ETF.

139

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
NAV beginning of period	$	41,994,545		$	9,915,083
NAV end of period	$	44,510,138		$	12,330,974
Percentage change in NAV		6.0	%		24.4	%
Shares outstanding beginning of period		1,799,970			299,970
Shares outstanding end of period		2,199,970			449,970
Percentage change in shares outstanding		22.2	%		50.0	%
Shares created		500,000			150,000
Shares redeemed		100,000			—
Per share NAV beginning of period	$	23.33		$	33.05
Per share NAV end of period	$	20.23		$	27.40
Percentage change in per share NAV		(13.3	)%		(17.1	)%
Percentage change in benchmark		(5.9	)%		(8.0	)%
Benchmark annualized volatility		9.0	%		8.9	%

During the three months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 1,799,970 outstanding Shares at March 31, 2024 to 2,199,970 outstanding Shares at June 30, 2024. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the three months ended June 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 299,970 outstanding Shares at March 31, 2023 to 449,970 outstanding Shares at June 30, 2023. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the spot price of the Japanese yen versus the U.S. dollar.

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 13.3% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 17.1% for the three months ended June 30, 2023, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s decline of 5.9% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 8.0% for the three months ended June 30, 2023, can be attributed to a lesser decrease in the value of the Japanese yen versus the U.S. dollar during the period ended June 30, 2024.

140

Table of Contents

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Net investment income (loss)	$	384,185		$	89,650
Management fee		99,372			25,330
Net realized gain (loss)		(5,365,623	)		(770,142	)
Change in net unrealized appreciation (depreciation)		(842,412	)		(1,348,109	)
Net Income (loss)	$	(5,823,850	)	$	(2,028,601	)

The Fund’s net income decreased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a decrease in the value of the Japanese yen versus the U.S. dollar in conjunction with an increase in average net assets, during the three months ended June 30, 2024.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
NAV beginning of period	$	197,512,295		$	144,762,563
NAV end of period	$	177,620,038		$	112,854,952
Percentage change in NAV		(10.1	)%		(22.0	)%
Shares outstanding beginning of period		12,405,220			5,755,220
Shares outstanding end of period		11,405,220			4,405,220
Percentage change in shares outstanding		(8.1	)%		(23.5	)%
Shares created		4,200,000			6,250,000
Shares redeemed		5,200,000			7,600,000
Per share NAV beginning of period	$	15.92		$	25.15
Per share NAV end of period	$	15.57		$	25.62
Percentage change in per share NAV		(2.2	)%		1.9	%
Percentage change in benchmark		0.5	%		(4.4	)%
Benchmark annualized volatility		17.4	%		32.8	%

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 12,405,220 outstanding Shares at March 31, 2024 to 11,405,220 outstanding Shares at June 30, 2024. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index

. By comparison, during the three months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,755,220 outstanding Shares at March 31, 2023 to 4,405,220 outstanding Shares at June 30, 2023. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 2.2% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 1.9% for the three months ended June 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

141

Table of Contents

During the three months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 1,233,712 outstanding Shares at March 31, 2024 to 2,983,712 outstanding Shares at June 30, 2024. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Natural Gas Subindex

(-2x)

of the daily performance of the Bloomberg Natural Gas Subindex

. The decrease in the Fund’s NAV also resulted in part from the timing of shareholder activity, which was offset by an increase from 4,133,712 outstanding Shares at March 31, 2023 to 5,133,712 outstanding Shares at June 30, 2023.

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 35.4% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 22.6% for the three months ended June 30, 2023, was primarily due to a greater depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s rise of 13.9% for the three months ended June 30, 2024, as compared to the benchmark’s rise of 2.2% for the three months ended June 30, 2023, can be attributed to a greater increase in the value of Henry Hub Natural Gas during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Net investment income (loss)	$	951,460		$	782,210
Management fee		310,060			302,274
Brokerage commission		304,998			233,647
Futures account fees		10,978			26,758
Net realized gain (loss)		(44,563,292	)		48,737,843
Change in net unrealized appreciation (depreciation)		20,550,559			(61,250,100	)
Net Income (loss)	$	(23,061,273	)	$	(11,730,047	)

The Fund’s net income decreased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a greater increase in the value of Henry Hub Natural Gas, in conjunction with the timing of shareholder activity, during the three months ended June 30, 2024.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the forward Share split for ProShares UltraShort Bloomberg Natural Gas.

143

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
NAV beginning of period	$	38,712,882		$	59,537,260
NAV end of period	$	38,226,983		$	50,931,301
Percentage change in NAV		(1.3	)%		(14.5	)%
Shares outstanding beginning of period		1,250,000			2,050,000
Shares outstanding end of period		1,200,000			1,750,000
Percentage change in shares outstanding		(4.0	)%		(14.6	)%
Shares created		50,000			—
Shares redeemed		100,000			300,000
Per share NAV beginning of period	$	30.97		$	29.04
Per share NAV end of period	$	31.86		$	29.10
Percentage change in per share NAV		2.9	%		0.2	%
Percentage change in benchmark		(0.7	)%		0.6	%
Benchmark annualized volatility		5.5	%		6.8	%

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,250,000 outstanding Shares at March 31, 2024 to 1,200,000 outstanding Shares at June 30, 2024. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the three months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,050,000 outstanding Shares at March 31, 2023 to 1,750,000 outstanding Shares at June 30, 2023. The decrease in the Fund’s NAV also resulted in part from the timing of the shareholder activity, which was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the spot price of the euro versus the U.S. dollar.

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 2.9% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 0.2% for the three months ended June 30, 2023, was primarily due to a greater appreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Net investment income (loss)	$	338,894		$	462,645
Management fee		90,978			131,101
Net realized gain (loss)		900,760			(1,045,942	)
Change in net unrealized appreciation (depreciation)		(199,005	)		556,469
Net Income (loss)	$	1,040,649		$	(26,828	)

The Fund’s net income increased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a decrease in the value of the euro versus the U.S. dollar during the three months ended June 30, 2024.

144

Table of Contents

ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
NAV beginning of period	$	15,170,884		$	16,049,273
NAV end of period	$	16,131,791		$	15,809,378
Percentage change in NAV		6.3	%		(1.5	)%
Shares outstanding beginning of period		646,977			596,977
Shares outstanding end of period		746,977			546,977
Percentage change in shares outstanding		15.5	%		(8.4	)%
Shares created		450,000			300,000
Shares redeemed		350,000			350,000
Per share NAV beginning of period	$	23.45		$	26.88
Per share NAV end of period	$	21.60		$	28.90
Percentage change in per share NAV		(7.9	)%		7.5	%
Percentage change in benchmark		4.9	%		(2.5	)%
Benchmark annualized volatility		16.8	%		12.7	%

During the three months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 646,977 outstanding Shares at March 31, 2024 to 746,977 outstanding Shares at June 30, 2024. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Gold Subindex

. By comparison, during the three months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 596,977 outstanding Shares at March 31, 2023 to 546,977 outstanding Shares at June 30, 2023. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Gold Subindex

145

Table of Contents

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 7.9% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 7.5% for the three months ended June 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s rise of 4.9% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 2.5% for the three months ended June 30, 2023, can be attributed to an increase in the value of gold futures contracts during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Net investment income (loss)	$	136,135		$	139,578
Management fee		39,309			42,869
Brokerage commission		1,283			1,605
Net realized gain (loss)		(2,516,474	)		(1,553,151	)
Change in net unrealized appreciation (depreciation)		1,264,436			2,758,921
Net Income (loss)	$	(1,115,903	)	$	1,345,348

The Fund’s net income decreased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to an increase in the value of the futures prices during the three months ended June 30, 2024.

ProShares UltraShort Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
NAV beginning of period	$	24,245,029		$	20,335,691
NAV end of period	$	76,198,743		$	19,290,473
Percentage change in NAV		214.3	%		(5.1	)%
Shares outstanding beginning of period		1,441,329			1,091,329
Shares outstanding end of period		6,791,329			941,329
Percentage change in shares outstanding		371.2	%		(13.7	)%
Shares created		7,600,000			2,450,000
Shares redeemed		2,250,000			2,600,000
Per share NAV beginning of period	$	16.82		$	18.63
Per share NAV end of period	$	11.22		$	20.49
Percentage change in per share NAV		(33.3	)%		10.0	%
Percentage change in benchmark		17.8	%		(5.1	)%
Benchmark annualized volatility		38.5	%		24.1	%

146

Table of Contents

During the three months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 1,441,329 outstanding Shares at March 31, 2024 to 6,791,329 outstanding Shares at June 30, 2024. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Silver Subindex

. By comparison, during the three months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,091,329 outstanding Shares at March 31, 2023 to 941,329 outstanding Shares at June 30, 2023. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Silver Subindex

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 33.3% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 10.0% for the three months ended June 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s rise of 17.8% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 5.1% for the three months ended June 30, 2023, can be attributed to an increase in the value of the silver futures contracts during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Net investment income (loss)	$	444,517		$	232,359
Management fee		139,041			82,417
Brokerage commission		13,863			8,958
Net realized gain (loss)		(16,070,138	)		1,112,690
Change in net unrealized appreciation (depreciation)		4,902,824			5,650,294
Net Income (loss)	$	(10,722,797	)	$	6,995,343

The Fund’s net income decreased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to an increase in the value of futures prices during the three months ended June 30, 2024.

147

Table of Contents

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
NAV beginning of period	$	32,662,223		$	25,111,818
NAV end of period	$	47,495,032		$	27,077,656
Percentage change in NAV		45.4	%		7.8	%
Shares outstanding beginning of period		398,580			448,580
Shares outstanding end of period		498,580			398,580
Percentage change in shares outstanding		25.1	%		(11.1	)%
Shares created		200,000			250,000
Shares redeemed		100,000			300,000
Per share NAV beginning of period	$	81.95		$	55.98
Per share NAV end of period	$	95.26		$	67.94
Percentage change in per share NAV		16.3	%		21.4	%
Percentage change in benchmark		(5.9	)%		(8.0	)%
Benchmark annualized volatility		9.0	%		8.9	%

During the three months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 398,580 outstanding Shares at March 31, 2024 to 498,580 outstanding Shares at June 30, 2024. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the three months ended June 30, 2023, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. The increase in the Fund’s NAV was offset by a decrease from 448,580 outstanding Shares at March 31, 2023 to 398,580 outstanding Shares at June 30, 2023.

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 16.3% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 21.4% for the three months ended June 30, 2023, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023
Net investment income (loss)	$	359,294	$	197,175
Management fee		96,949		58,179
Net realized gain (loss)		4,417,569		1,370,771
Change in net unrealized appreciation (depreciation)		1,529,867		3,145,023
Net Income (loss)	$	6,306,730	$	4,712,969

The Fund’s net income increased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a decrease in the value of the Japanese yen versus the U.S. dollar, during the three months ended June 30, 2024.

148

The benchmark’s decline of 9.5% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 23.1% for the three months ended June 30, 2023, can be attributed to a lesser decrease in the value of the futures contracts that made the S&P 500 VIX

Mid-Term

Futures Index during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Net investment income (loss)	$	838,943		$	492,463
Management fee		191,320			134,066
Brokerage commission		66,049			12,200
Futures account fees		10,537			11,856
Net realized gain (loss)		(8,949,418	)		(6,943,333	)
Change in net unrealized appreciation (depreciation)		1,095,379			(9,675,102	)
Net Income (loss)	$	(7,015,096	)	$	(16,125,972	)

The Fund’s net income increased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a lesser decrease in the value of the futures prices during the three months ended June 30, 2024.

ProShares VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
NAV beginning of period	$	162,936,051		$	226,765,204
NAV end of period	$	148,420,028		$	230,227,830
Percentage change in NAV		(8.9	)%		1.5	%
Shares outstanding beginning of period		12,600,947			5,021,565
Shares outstanding end of period		13,700,947			9,226,565
Percentage change in shares outstanding		8.7	%		83.7	%
Shares created		3,700,000			4,460,000
Shares redeemed		2,600,000			255,000
Per share NAV beginning of period	$	12.93		$	45.16
Per share NAV end of period	$	10.83		$	24.95
Percentage change in per share NAV		(16.2	)%		(44.8	)%
Percentage change in benchmark		(15.8	)%		(44.4	)%
Benchmark annualized volatility		41.2	%		45.8	%

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 12,600,947 outstanding Shares at March 31, 2024 to 13,700,947 outstanding Shares at June 30, 2024. By comparison, during the three months ended June 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 5,021,565 outstanding Shares at March 31, 2023 to 9,226,565 outstanding Shares at June 30, 2023. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

150

Table of Contents

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to the daily performance of its benchmark. The Fund’s per Share NAV decrease of 16.2% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 44.8% for the three months ended June 30, 2023, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s decline of 15.8% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 44.4% for the three months ended June 30, 2023, can be attributed to a lesser decrease in the value of the near-term futures contracts on the VIX futures curve during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024			Three Months Ended June 30, 2023
Net investment income (loss)	$	1,239,189		$	1,765,342
Management fee		310,061			530,826
Brokerage commission		39,404			95,391
Futures account fees		31,267			48,732
Net realized gain (loss)		(27,512,354	)		(127,239,912	)
Change in net unrealized appreciation (depreciation)		4,022,209			(21,303,253	)
Net Income (loss)	$	(22,250,956	)	$	(146,777,823	)

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for ProShares VIX Short-Term Futures ETF.

151

Table of Contents

Results of Operations for the Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

ProShares Short VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	267,184,359		$	339,591,638
NAV end of period	$	298,712,515		$	282,353,267
Percentage change in NAV		11.8	%		(16.9	)%
Shares outstanding beginning of period		5,168,614			11,568,614
Shares outstanding end of period		4,868,614			6,668,614
Percentage change in shares outstanding		(5.8	)%		(42.4	)%
Shares created		2,750,000			6,000,000
Shares redeemed		3,050,000			10,900,000
Per share NAV beginning of period	$	51.69		$	29.35
Per share NAV end of period	$	61.35		$	42.34
Percentage change in per share NAV		18.7	%		44.2	%
Percentage change in benchmark		(29.4	)%		(55.7	)%
Benchmark annualized volatility		40.3	%		58.0	%

During the six months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to

one-half

the inverse

(-0.5x)

of the daily performance of the S&P 500 VIX Short-Term Futures Index. The increase in the Fund’s NAV was offset by a decrease from 5,168,614 outstanding Shares at December 31, 2023 to 4,868,614 outstanding Shares at June 30, 2024. By comparison, during the six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 11,568,614 outstanding Shares at December 31, 2022 to 6,668,614 outstanding Shares at June 30, 2023. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to

one-half

the inverse

(-0.5x)

of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 0.5x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 18.7% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 44.2% for the six months ended June 30, 2023, was primarily due to lesser appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s decline of 29.4% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 55.7% for the six months ended June 30, 2023, can be attributed to a lesser decrease in the value of near-term futures contracts on the VIX futures curve during the period ended June 30, 2024.

152

Table of Contents

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Net investment income (loss)	$	4,981,551		$	3,113,594
Management fee		1,443,041			1,182,813
Brokerage commission		341,916			249,925
Net realized gain (loss)		55,276,535			94,806,479
Change in net unrealized appreciation (depreciation)		(8,822,042	)		12,828,278
Net Income (loss)	$	51,436,044		$	110,748,351

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a lesser decrease in the value of futures prices during the six months ended June 30, 2024.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the forward Share split for ProShares Short VIX Short-Term Futures.

ProShares Ultra Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	652,793,437		$	859,094,274
NAV end of period	$	527,486,095		$	738,194,368
Percentage change in NAV		(19.2	)%		(14.1	)%
Shares outstanding beginning of period		24,843,096			28,393,096
Shares outstanding end of period		15,743,096			31,093,096
Percentage change in shares outstanding		(36.6	)%		9.5	%
Shares created		9,100,000			34,650,000
Shares redeemed		18,200,000			31,950,000
Per share NAV beginning of period	$	26.28		$	30.26
Per share NAV end of period	$	33.51		$	23.74
Percentage change in per share NAV		27.5	%		(21.5	)%
Percentage change in benchmark		13.3	%		(9.5	)%
Benchmark annualized volatility		19.5	%		31.7	%

During the six months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 24,843,096 outstanding Shares at December 31, 2023 to 15,743,096 outstanding Shares at June 30, 2024. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index

. By comparison, during the six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index

. The decrease in the Fund’s NAV was offset by an increase from 28,393,096 outstanding Shares at December 31, 2022 to 31,093,096 outstanding Shares at June 30, 2023.

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 27.5% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 21.5% for the six months ended June 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

153

Table of Contents

ProShares Ultra Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	729,892,808		$	586,151,113
NAV end of period	$	540,643,821		$	1,141,021,278
Percentage change in NAV		(25.9	)%		94.7	%
Shares outstanding beginning of period		25,568,544			1,614,376
Shares outstanding end of period		34,668,544			16,421,876
Percentage change in shares outstanding		35.6	%		917.2	%
Shares created		64,450,000			32,765,000
Shares redeemed		55,350,000			17,957,500
Per share NAV beginning of period	$	28.55		$	363.08
Per share NAV end of period	$	15.59		$	69.48
Percentage change in per share NAV		(45.4	)%		(80.9	)%
Percentage change in benchmark		(18.8	)%		(49.3	)%
Benchmark annualized volatility		55.3	%		69.2	%

. The decrease in the Fund’s NAV was offset by an increase from 25,568,544 outstanding Shares at December 31, 2023 to 34,668,544 outstanding Shares at June 30, 2024. By comparison, during the six months ended June 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 1,614,376 outstanding Shares at December 31, 2022 to 16,421,876 outstanding Shares at June 30, 2023. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Natural Gas Subindex

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 45.4% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 80.9% for the six months ended June 30, 2023, was primarily due to lesser depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s decline of 18.8% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 49.3% for the six months ended June 30, 2023, can be attributed to a lesser decrease in the value of Henry Hub Natural Gas during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Net investment income (loss)	$	8,466,890		$	10,410,619
Management fee		2,773,307			4,916,981
Brokerage commission		1,488,469			2,098,150
Futures account fees		142,161			399,478
Net realized gain (loss)		(30,408,733	)		(1,678,521,779	)
Change in net unrealized appreciation (depreciation)		(196,656,346	)		605,047,334
Net Income (loss)	$	(218,598,189	)	$	(1,063,063,826	)

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a lesser decrease in the value of Henry Hub Natural Gas during the six months ended June 30, 2024.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for ProShares Ultra Bloomberg Natural Gas.

155

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	7,114,015		$	10,704,662
NAV end of period	$	5,595,533		$	7,535,435
Percentage change in NAV		(21.3	)%		(29.6	)%
Shares outstanding beginning of period		600,000			950,000
Shares outstanding end of period		500,000			650,000
Percentage change in shares outstanding		(16.7	)%		(31.6	)%
Shares created		100,000			200,000
Shares redeemed		200,000			500,000
Per share NAV beginning of period	$	11.86		$	11.27
Per share NAV end of period	$	11.19		$	11.59
Percentage change in per share NAV		(5.6	)%		2.9	%
Percentage change in benchmark		(3.0	)%		1.9	%
Benchmark annualized volatility		5.2	%		8.0	%

During the six months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 600,000 outstanding Shares at December 31, 2023 to 500,000 outstanding Shares at June 30, 2024. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 950,000 outstanding Shares at December 31, 2022 to 650,000 outstanding Shares at June 30, 2023. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the spot price of the euro versus the U.S. dollar.

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 5.6% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 2.9% for the six months ended June 30, 2023, was primarily due to depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s decline of 3.0% for the six months ended June 30, 2024, as compared to the benchmark’s rise of 1.9% for the six months ended June 30, 2023, can be attributed to a decrease in the value of the euro versus the U.S. dollar during the period ended June 30, 2024.

156

Table of Contents

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Net investment income (loss)	$	119,424		$	141,322
Management fee		29,879			44,097
Net realized gain (loss)		(74,776	)		358,570
Change in net unrealized appreciation (depreciation)		(447,347	)		(175,968	)
Net Income (loss)	$	(402,699	)	$	323,924

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a decrease in the value of the euro versus the U.S. dollar during the six months ended June 30, 2024.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	191,502,023		$	173,524,136
NAV end of period	$	216,456,025		$	180,916,531
Percentage change in NAV		13.0	%		4.3	%
Shares outstanding beginning of period		3,000,000			3,150,000
Shares outstanding end of period		2,800,000			3,100,000
Percentage change in shares outstanding		(6.7	)%		(1.6	)%
Shares created		800,000			450,000
Shares redeemed		1,000,000			500,000
Per share NAV beginning of period	$	63.83		$	55.09
Per share NAV end of period	$	77.31		$	58.36
Percentage change in per share NAV		21.1	%		5.9	%
Percentage change in benchmark		12.7	%		5.4	%
Benchmark annualized volatility		14.3	%		14.3	%

. The increase in the Fund’s NAV was offset by a decrease from 3,000,000 outstanding Shares at December 31, 2023 to 2,800,000 outstanding Shares at June 30, 2024. By comparison, during the six months ended June 30, 2023, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Gold Subindex

. The increase in the Fund’s NAV was offset by a decrease from 3,150,000 outstanding Shares at December 31, 2022 to 3,100,000 outstanding Shares at June 30, 2023.

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 21.1% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 5.9% for the six months ended June 30, 2023, was primarily due to greater appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s rise of 12.7% for the six months ended June 30, 2024, as compared to the benchmark’s rise of 5.4% for the six months ended June 30, 2023, can be attributed to a greater increase in the value of gold futures contracts during the period ended June 30, 2024.

157

Table of Contents

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Net investment income (loss)	$	3,832,287		$	2,715,295
Management fee		982,991			901,375
Brokerage commission		17,996			15,540
Net realized gain (loss)		50,042,103			27,968,003
Change in net unrealized appreciation (depreciation)		(14,505,497	)		(22,166,463	)
Net Income (loss)	$	39,368,893		$	8,516,835

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a greater increase in the value of gold futures contracts during the six months ended June 30, 2024.

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	390,146,373		$	414,285,878
NAV end of period	$	570,829,521		$	356,791,659
Percentage change in NAV		46.3	%		(13.9	)%
Shares outstanding beginning of period		14,296,526			13,046,526
Shares outstanding end of period		15,246,526			13,196,526
Percentage change in shares outstanding		6.6	%		1.1	%
Shares created		7,450,000			2,600,000
Shares redeemed		6,500,000			2,450,000
Per share NAV beginning of period	$	27.29		$	31.75
Per share NAV end of period	$	37.44		$	27.04
Percentage change in per share NAV		37.2	%		(14.8	)%
Percentage change in benchmark		22.3	%		(4.4	)%
Benchmark annualized volatility		31.2	%		25.8	%

158

Table of Contents

. The increase in the Fund’s NAV also resulted in part from an increase from 14,296,526 outstanding Shares at December 31, 2023 to 15,246,526 outstanding Shares at June 30, 2024. By comparison, during the six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Silver Subindex

. The decrease in the Fund’s NAV also resulted in part from the timing of shareholder activity, which was offset by an increase from 13,046,526 outstanding Shares at December 31, 2022 to 13,196,526 outstanding Shares at June 30, 2023.

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV increase of 37.2% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 14.8% for the six months ended June 30, 2023, was primarily due to appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s rise of 22.3% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 4.4% for the six months ended June 30, 2023, can be attributed to an increase in the value of silver futures contracts during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Net investment income (loss)	$	7,677,640		$	5,153,877
Management fee		2,118,718			1,848,064
Brokerage commission		84,222			73,637
Net realized gain (loss)		216,214,526			35,871,579
Change in net unrealized appreciation (depreciation)		(65,670,658	)		(96,665,222	)
Net Income (loss)	$	158,221,508		$	(55,639,766	)

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to an increase in the value of futures prices during the six months ended June 30, 2024.

159

Table of Contents

ProShares Ultra VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	348,555,743		$	639,318,362
NAV end of period	$	232,135,198		$	387,764,059
Percentage change in NAV		(33.4	)%		(39.3	)%
Shares outstanding beginning of period		8,264,891			1,861,568
Shares outstanding end of period		9,843,643			4,195,568
Percentage change in shares outstanding		19.1	%		125.4	%
Shares created		9,850,000			4,262,000
Shares redeemed		8,271,248			1,928,000
Per share NAV beginning of period	$	42.17		$	343.43
Per share NAV end of period	$	23.58		$	92.42
Percentage change in per share NAV		(44.1	)%		(73.1	)%
Percentage change in benchmark		(29.4	)%		(55.7	)%
Benchmark annualized volatility		40.3	%		58.0	%

one-half

times (1.5x) the daily performance of the S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 8,264,891 outstanding Shares at December 31, 2023 to 9,843,643 outstanding Shares at June 30, 2024. By comparison, during the six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to one and

one-half

times (1.5x) the daily performance of the S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 1,861,568 outstanding Shares at December 31, 2022 to 4,195,568 outstanding Shares at June 30, 2023.

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 1.5x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 44.1% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 73.1% for the six months ended June 30, 2023, was primarily due to lesser depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Net investment income (loss)	$	2,781,434		$	4,722,827
Management fee		1,221,345			2,703,851
Brokerage commission		941,152			1,490,212
Futures account fees		150,134			250,360
Net realized gain (loss)		(148,405,278	)		(608,541,564	)
Change in net unrealized appreciation (depreciation)		24,979,009			(43,277,650	)
Net Income (loss)	$	(120,644,835	)	$	(647,096,387	)

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a lesser decrease in the value of futures prices during the six months ended June 30, 2024.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for ProShares Ultra VIX Short Term Futures ETF.

160

Table of Contents

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	30,205,770		$	13,814,796
NAV end of period	$	44,510,138		$	12,330,974
Percentage change in NAV		47.4	%		(10.7	)%
Shares outstanding beginning of period		1,099,970			399,970
Shares outstanding end of period		2,199,970			449,970
Percentage change in shares outstanding		100.0	%		12.5	%
Shares created		1,300,000			200,000
Shares redeemed		200,000			150,000
Per share NAV beginning of period	$	27.46		$	34.54
Per share NAV end of period	$	20.23		$	27.40
Percentage change in per share NAV		(26.3	)%		(20.7	)%
Percentage change in benchmark		(12.4	)%		(9.0	)%
Benchmark annualized volatility		8.4	%		10.8	%

161

Table of Contents

During the six months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 1,099,970 outstanding Shares at December 31, 2023 to 2,199,970 outstanding Shares at June 30, 2024. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the spot price of the Japanese yen versus the U.S. dollar. The decrease in the Fund’s NAV was offset by an increase from 399,970 outstanding Shares at December 31, 2022 to 449,970 outstanding.

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 26.3% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 20.7% for the six months ended June 30, 2023, was primarily due to greater depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s decline of 12.4% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 9.0% for the six months ended June 30, 2023, can be attributed to a greater decrease in the value of the Japanese yen versus the U.S. dollar during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Net investment income (loss)	$	677,203		$	179,208
Management fee		176,608			55,890
Net realized gain (loss)		(7,397,198	)		(1,068,950	)
Change in net unrealized appreciation (depreciation)		(4,421,343	)		(1,842,176	)
Net Income (loss)	$	(11,141,338	)	$	(2,731,918	)

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a greater decrease in the value of the Japanese yen versus the U.S. dollar, in conjunction with a significant increase in average shares outstanding during the six months ended June 30, 2024.

162

Table of Contents

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	188,963,592		$	222,697,337
NAV end of period	$	177,620,038		$	112,854,952
Percentage change in NAV		(6.0	)%		(49.3	)%
Shares outstanding beginning of period		9,105,220			9,305,220
Shares outstanding end of period		11,405,220			4,405,220
Percentage change in shares outstanding		25.3	%		(52.7	)%
Shares created		12,650,000			11,550,000
Shares redeemed		10,350,000			16,450,000
Per share NAV beginning of period	$	20.75		$	23.93
Per share NAV end of period	$	15.57		$	25.62
Percentage change in per share NAV		(25.0	)%		7.1	%
Percentage change in benchmark		13.3	%		(9.5	)%
Benchmark annualized volatility		19.5	%		31.7	%

(-2x)

of the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index

. The decrease in the Fund’s NAV was offset by an increase from 9,105,220 outstanding Shares at December 31, 2023 to 11,405,220 outstanding Shares at June 30, 2024. By comparison, during the six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 9,305,220 outstanding Shares at December 31, 2022 to 4,405,220 outstanding Shares at June 30, 2023. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 25.0% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 7.1% for the six months ended June 30, 2023, was primarily due to depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s rise of 13.3% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 9.5% for the six months ended June 30, 2023, can be attributed to an increase in the value of WTI Crude Oil during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Net investment income (loss)	$	3,542,907		$	2,593,344
Management fee		892,340			844,057
Brokerage commission		97,800			125,836
Net realized gain (loss)		(12,652,246	)		55,649,291
Change in net unrealized appreciation (depreciation)		(36,001,228	)		2,739,622
Net Income (loss)	$	(45,110,567	)	$	60,982,257

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to an increase in the value of WTI Crude Oil, during the six months ended June 30, 2024.

163

Table of Contents

ProShares UltraShort Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	140,963,092		$	134,109,520
NAV end of period	$	147,292,427		$	141,324,963
Percentage change in NAV		4.5	%		5.4	%
Shares outstanding beginning of period		2,933,712			9,933,712
Shares outstanding end of period		2,983,712			5,133,712
Percentage change in shares outstanding		1.7	%		(48.3	)%
Shares created		14,000,000			27,700,000
Shares redeemed		13,950,000			32,500,000
Per share NAV beginning of period	$	48.05		$	13.50
Per share NAV end of period	$	49.37		$	27.53
Percentage change in per share NAV		2.8	%		103.9	%
Percentage change in benchmark		(18.8	)%		(49.3	)%
Benchmark annualized volatility		55.3	%		69.2	%

During the six months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 2,933,712 outstanding Shares at December 31, 2023 to 2,983,712 outstanding Shares at June 30, 2024. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Natural Gas Subindex

. By comparison, during the six months ended June 30, 2023, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Natural Gas Subindex

. The increase in the Fund’s NAV was offset by a decrease from 9,933,712 outstanding Shares at December 31, 2022 to 5,133,712 outstanding Shares at June 30, 2023.

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 2.8% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 103.9% for the six months ended June 30, 2023, was primarily due to lesser appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

164

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024		Six Months Ended June 30, 2023
Net investment income (loss)	$	1,758,807	$	1,432,850
Management fee		572,504		599,136
Brokerage commission		566,252		443,288
Futures account fees		27,011		56,367
Net realized gain (loss)		89,322		232,143,809
Change in net unrealized appreciation (depreciation)		44,377,047		(106,209,898	)
Net Income (loss)	$	46,225,176	$	127,366,761

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a lesser decrease in the value of Henry Hub Natural Gas during the six months ended June 30, 2024.

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the forward Share split for ProShares UltraShort Bloomberg Natural Gas.

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	39,367,550		$	75,113,179
NAV end of period	$	38,226,983		$	50,931,301
Percentage change in NAV		(2.9	)%		(32.2	)%
Shares outstanding beginning of period		1,350,000			2,550,000
Shares outstanding end of period		1,200,000			1,750,000
Percentage change in shares outstanding		(11.1	)%		(31.4	)%
Shares created		50,000			100,000
Shares redeemed		200,000			900,000
Per share NAV beginning of period	$	29.16		$	29.46
Per share NAV end of period	$	31.86		$	29.10
Percentage change in per share NAV		9.2	%		(1.2	)%
Percentage change in benchmark		(3.0	)%		1.9	%
Benchmark annualized volatility		5.2	%		8.0	%

During the six months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,350,000 outstanding Shares at December 31, 2023 to 1,200,000 outstanding Shares at June 30, 2024. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the spot price of the euro versus the U.S. dollar. By comparison, during the six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,550,000 outstanding Shares at December 31, 2022 to 1,750,000 outstanding Shares at June 30, 2023. The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the spot price of the euro versus the U.S. dollar.

165

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 9.2% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 1.2% for the six months ended June 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Net investment income (loss)	$	701,961		$	948,197
Management fee		186,228			292,669
Net realized gain (loss)		(38,460	)		(2,453,253	)
Change in net unrealized appreciation (depreciation)		2,768,728			697,680
Net Income (loss)	$	3,432,229		$	(807,376	)

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a decrease in the value of the euro versus the U.S. dollar during the six months ended June 30, 2024.

ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	11,795,779		$	15,456,037
NAV end of period	$	16,131,791		$	15,809,378
Percentage change in NAV		36.8	%		2.3	%
Shares outstanding beginning of period		446,977			496,977
Shares outstanding end of period		746,977			546,977
Percentage change in shares outstanding		67.1	%		10.1	%
Shares created		650,000			600,000
Shares redeemed		350,000			550,000
Per share NAV beginning of period	$	26.39		$	31.10
Per share NAV end of period	$	21.60		$	28.90
Percentage change in per share NAV		(18.2	)%		(7.1	)%
Percentage change in benchmark		12.7	%		5.4	%
Benchmark annualized volatility		14.3	%		14.3	%

166

Table of Contents

During the six months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 446,977 outstanding Shares at December 31, 2023 to 746,977 outstanding Shares at June 30, 2024. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Gold Subindex

. By comparison, during the six months ended June 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 496,977 outstanding Shares at December 31, 2022 to 546,977 outstanding Shares at June 30, 2023. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Gold Subindex

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 18.2% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 7.1% for the six months ended June 30, 2023, was primarily due to greater depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Net investment income (loss)	$	246,002		$	234,406
Management fee		71,710			79,242
Brokerage commission		2,218			2,966
Net realized gain (loss)		(3,914,287	)		(2,584,032	)
Change in net unrealized appreciation (depreciation)		919,857			2,103,219
Net Income (loss)	$	(2,748,428	)	$	(246,407	)

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a greater increase in the value of the futures prices during the six months ended June 30, 2024.

167

Table of Contents

ProShares UltraShort Silver

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	65,149,686		$	31,932,799
NAV end of period	$	76,198,743		$	19,290,473
Percentage change in NAV		17.0	%		(39.6	)%
Shares outstanding beginning of period		3,591,329			1,641,329
Shares outstanding end of period		6,791,329			941,329
Percentage change in shares outstanding		89.1	%		(42.6	)%
Shares created		9,000,000			3,100,000
Shares redeemed		5,800,000			3,800,000
Per share NAV beginning of period	$	18.14		$	19.46
Per share NAV end of period	$	11.22		$	20.49
Percentage change in per share NAV		(38.2	)%		5.3	%
Percentage change in benchmark		22.3	%		(4.4	)%
Benchmark annualized volatility		31.2	%		25.8	%

During the six months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 3,591,329 outstanding Shares at December 31, 2023 to 6,791,329 outstanding Shares at June 30, 2024. The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Silver Subindex

. By comparison, during the six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,641,329 outstanding Shares at December 31, 2022 to 941,329 outstanding Shares at June 30, 2023. The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the Bloomberg Silver Subindex

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV decrease of 38.2% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 5.3% for the six months ended June 30, 2023, was primarily due to depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s rise of 22.3% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 4.4% for the six months ended June 30, 2023, can be attributed to an increase in the value of the silver futures contracts during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Net investment income (loss)	$	728,788		$	366,566
Management fee		230,179			142,585
Brokerage commission		19,887			14,661
Net realized gain (loss)		(10,290,118	)		3,826,313
Change in net unrealized appreciation (depreciation)		3,484,222			4,467,058
Net Income (loss)	$	(6,077,108	)	$	8,659,937

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to an increase in the value of futures prices during the six months ended June 30, 2024.

168

Table of Contents

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	24,010,010		$	21,397,736
NAV end of period	$	47,495,032		$	27,077,656
Percentage change in NAV		97.8	%		26.5	%
Shares outstanding beginning of period		348,580			398,580
Shares outstanding end of period		498,580			398,580
Percentage change in shares outstanding		43.0	%		–	%
Shares created		300,000			450,000
Shares redeemed		150,000			450,000
Per share NAV beginning of period	$	68.88		$	53.68
Per share NAV end of period	$	95.26		$	67.94
Percentage change in per share NAV		38.3	%		26.6	%
Percentage change in benchmark		(12.4	)%		(9.0	)%
Benchmark annualized volatility		8.4	%		10.8	%

During the six months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 348,580 outstanding Shares at December 31, 2023 to 498,580 outstanding Shares at June 30, 2024. The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. By comparison, during the six months ended June 30, 2023, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of the spot price of the Japanese yen versus the U.S. dollar. There was no net change in the Fund’s outstanding Shares from December 31,2022 to June 30, 2023.

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark. The Fund’s per Share NAV increase of 38.3% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 26.6% for the six months ended June 30, 2023, was primarily due to greater appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

169

Table of Contents

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024		Six Months Ended June 30, 2023
Net investment income (loss)	$	608,578	$	350,563
Management fee		163,082		108,991
Net realized gain (loss)		6,126,381		342,795
Change in net unrealized appreciation (depreciation)		4,468,019		5,004,524
Net Income (loss)	$	11,202,978	$	5,697,882

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a greater decrease in the value of the Japanese yen versus the U.S. dollar during the six months ended June 30, 2024.

ProShares VIX

Mid-Term

Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	37,866,143		$	84,014,959
NAV end of period	$	33,401,452		$	49,421,413
Percentage change in NAV		(11.8	)%		(41.2	)%
Shares outstanding beginning of period		2,262,403			2,762,403
Shares outstanding end of period		2,337,403			2,412,403
Percentage change in shares outstanding		3.3	%		(12.7	)%
Shares created		8,625,000			850,000
Shares redeemed		8,550,000			1,200,000
Per share NAV beginning of period	$	16.74		$	30.41
Per share NAV end of period	$	14.29		$	20.49
Percentage change in per share NAV		(14.6	)%		(32.6	)%
Percentage change in benchmark		(13.8	)%		(31.9	)%
Benchmark annualized volatility		19.3	%		30.2	%

Mid-Term

Futures Index. The decrease in the Fund’s NAV was offset by an increase from 2,262,403 outstanding Shares at December 31, 2023 to 2,337,403 outstanding Shares at June 30, 2024. By comparison, during the six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX

Mid-Term

Futures Index. The decrease in the Fund’s NAV also resulted in part from a decrease from 2,762,403 outstanding Shares at December 31, 2022 to 2,412,403 outstanding Shares at June 30, 2023.

170

Table of Contents

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to the daily performance of its benchmark. The Fund’s per Share NAV decrease of 14.6% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 32.6% for the six months ended June 30, 2023, was primarily due to lesser depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s decline of 13.8% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 31.9% for the six months ended June 30, 2023, can be attributed to a lesser decrease in the value of the futures contracts that made the S&P 500 VIX

Mid-Term

Futures Index during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Net investment income (loss)	$	1,231,053		$	969,651
Management fee		288,207			284,189
Brokerage commission		86,212			21,369
Futures account fees		16,541			23,296
Net realized gain (loss)		(15,054,609	)		(22,764,053	)
Change in net unrealized appreciation (depreciation)		3,885,170			(5,092,642	)
Net Income (loss)	$	(9,938,386	)	$	(26,887,044	)

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a lesser decrease in the value of the futures prices during the six months ended June 30, 2024.

ProShares VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
NAV beginning of period	$	157,321,746		$	266,580,320
NAV end of period	$	148,420,028		$	230,227,830
Percentage change in NAV		(5.7	)%		(13.6	)%
Shares outstanding beginning of period		10,150,947			4,676,565
Shares outstanding end of period		13,700,947			9,226,565
Percentage change in shares outstanding		35.0	%		97.3	%
Shares created		7,500,000			6,760,000
Shares redeemed		3,950,000			2,210,000
Per share NAV beginning of period	$	15.50		$	57.00
Per share NAV end of period	$	10.83		$	24.95
Percentage change in per share NAV		(30.1	)%		(56.2	)%
Percentage change in benchmark		(29.4	)%		(55.7	)%
Benchmark annualized volatility		40.3	%		58.0	%

171

Table of Contents

During the six months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 10,150,947 outstanding Shares at December 31, 2023 to 13,700,947 outstanding Shares at June 30, 2024. By comparison, during the six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index. The decrease in the Fund’s NAV was offset by an increase from 4,676,565 outstanding Shares at December 31, 2022 to 9,226,565 outstanding Shares at June 30, 2023

For the six months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to the daily performance of its benchmark. The Fund’s per Share NAV decrease of 30.1% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 56.2% for the six months ended June 30, 2023, was primarily due to lesser depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s decline of 29.4% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 55.7% for the six months ended June 30, 2023, can be attributed to a lesser decrease in the value of the near-term futures contracts on the VIX futures curve during the period ended June 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024			Six Months Ended June 30, 2023
Net investment income (loss)	$	2,587,545		$	3,221,259
Management fee		646,437			1,048,314
Brokerage commission		79,663			191,888
Futures account fees		64,538			99,391
Net realized gain (loss)		(59,266,488	)		(173,336,606	)
Change in net unrealized appreciation (depreciation)		6,991,389			(20,173,227	)
Net Income (loss)	$	(49,687,554	)	$	(190,288,574	)

*	See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for ProShares VIX Short-Term Futures ETF.

172

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Quantitative Disclosure

Exchange Rate Sensitivity, Equity Market Volatility Sensitivity, and Commodity Price Sensitivity

Each of the Funds is exposed to certain risks pertaining to the use of Financial Instruments. Each of the Currency Funds is exposed to exchange rate risk through its holdings of Financial Instruments. Each of the VIX Funds is exposed to equity market volatility risk through its holdings of Financial Instruments. Each of the Commodity Funds and Commodity Index Funds is exposed to commodity price risk through its holdings of Financial Instruments.

The tables below provide information about each of the Currency Funds’ Financial Instruments, VIX Funds’ Financial Instruments, and Commodity Funds’ and the Commodity Index Funds’ Financial Instruments. As of June 30, 2024 and 2023, each of the Fund’s positions were as follows:

ProShares Short VIX Short-Term Futures ETF

As of June 30, 2024 and 2023, the ProShares Short VIX Short-Term Futures ETF Fund was exposed to inverse equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of June 30, 2024 and 2023, which were sensitive to equity market volatility risk.


Futures Positions as of June 30, 2024

Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (Cboe)	Short	July 2024		5,997	$	14.02		1,000	$	(84,094,732	)
VIX Futures (Cboe)	Short	August 2024		4,360		14.94		1,000		(65,139,272	)


Futures Positions as of June 30, 2023

Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (Cboe)	Short	July 2023		5,241	$	15.01		1,000	$	(78,672,651	)
VIX Futures (Cboe)	Short	August 2023		3,810		16.40		1,000		(62,485,143	)

The June 30, 2024 and 2023 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its position in Financial Instruments each day to have $0.50 of short exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative

one-half.

See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

for additional information regarding performance for periods longer than a single day.

173

Table of Contents

Swap Agreements as of June 30, 2023

Reference Index

Counterparty

Long or
Short

Index
Close

Notional Amount

at Value

Bloomberg Commodity Balanced WTI Crude Oil Index

Citibank, N.A.

Long

76.6109

172,685,565

Bloomberg Commodity Balanced WTI Crude Oil Index

Goldman Sachs International

Long

76.6109

214,703,580

Bloomberg Commodity Balanced WTI Crude Oil Index

Morgan Stanley & Co.
International PLC

Long

76.6109

179,707,950

Bloomberg Commodity Balanced WTI Crude Oil Index

Societe Generale

Long

76.6109

162,974,521

Bloomberg Commodity Balanced WTI Crude Oil Index

UBS AG

Long

76.6109

242,623,120

The June 30, 2024 and 2023 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2024 and 2023 swap notional values are calculated by multiplying the number of units times the closing level of the Index. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments

each day

to have $2.00 of exposure to the Index for every $1.00 of net assets. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

for additional information regarding performance for periods longer than a single day. Swap counterparty risk is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated

tri-party

accounts at the Fund’s third-party custodian.

ProShares Ultra Bloomberg Natural Gas:

As of June 30, 2024 and 2023, the ProShares Ultra Bloomberg Natural Gas Fund was exposed to commodity price risk through its holding of Natural Gas futures contracts linked to the Bloomberg Natural Gas Subindex. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2024 and 2023, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2024

Contract

Long or

Short

Expiration

Contracts

Valuation

Price

Contract

Multiplier

Notional Amount

at Value

Natural Gas (NYMEX)

Long

September 2024

41,612

2.60

10,000

1,081,079,760

Futures Positions as of June 30, 2023

Contract

Long or

Short

Expiration

Contracts

Valuation

Price

Contract

Multiplier

Notional Amount

at Value

Natural Gas (NYMEX)

Long

September 2023

71,349

2.77

10,000

1,979,221,260

The June 30, 2024 and 2023 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments

each day

to have $2.00 of exposure to the Index for every $1.00 of net assets. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

for additional information regarding performance for periods longer than a single day.

175

ProShares Ultra Euro:

As of June 30, 2024 and 2023, the ProShares Ultra Euro Fund was exposed to exchange rate price risk through its holdings of EUR/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2024 and 2023, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of June 30, 2024

Reference

Currency

Counterparty

Long or
Short

Settlement
Date

Local Currency

Forward Rate

Market Value
USD

Euro

Goldman Sachs International

Long

07/12/24

4,686,921

1.0846

5,083,455

Euro

UBS AG

Long

07/12/24

5,951,502

1.0849

6,456,765

Euro

UBS AG

Short

07/12/24

(193,000

)

1.0713

(206,764

)


Foreign Currency Forward Contracts as of June 30, 2023

Reference Currency	Counterparty	Long or Short	Settlement Date		Local Currency			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long		07/14/23		7,784,921			1.0754	$	8,372,037
Euro	UBS AG	Long		07/14/23		7,204,502			1.0765		7,755,419
Euro	Goldman Sachs International	Short		07/14/23		(93,000	)		1.0899		(101,361	)
Euro	UBS AG	Short		07/14/23		(1,152,000	)		1.0907		(1,256,509	)

The June 30, 2024 and 2023 USD market value equals the number of euros multiplied by the forward rate. These notional values will increase (decrease) proportionally with increases (decreases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments

each day

to have $2.00 of exposure to the euro for every $1.00 of net assets. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the euro and multiplying by two. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

for additional information regarding performance for periods longer than a single day. Counterparty risk related to foreign currency forward contracts is generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated

tri-party

accounts at the Fund’s third-party custodian.

ProShares Ultra Gold:

As of June 30, 2024 and 2023 the ProShares Ultra Gold Fund was exposed to commodity price risk through its holding of Gold futures contracts and swap agreements linked to the Bloomberg Gold Subindex

. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2024 and 2023, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2024

Contract

Long or

Short

Expiration

Contracts

Valuation

Price

Contract

Multiplier

Notional Amount

at Value

Gold Futures (COMEX)

Long

August 2024

582

2,339.60

100

136,164,720

Swap Agreements as of June 30, 2024

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount

at Value

Bloomberg Gold Subindex

Citibank, N.A.

Long

230.1139

127,422,794

Bloomberg Gold Subindex

Goldman Sachs International

Long

230.1139

60,521,797

Bloomberg Gold Subindex

UBS AG

Long

230.1139

108,811,563

176

Table of Contents

Futures Positions as of June 30, 2023

Contract

Long or

Short

Expiration

Contracts

Valuation

Price

Contract

Multiplier

Notional Amount

at Value

Gold Futures (COMEX)

Long

August 2023

530

1,929.40

100

102,258,200

Swap Agreements as of June 30, 2023

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount

at Value

Bloomberg Gold Subindex

Citibank, N.A.

Long

201.2774

111,454,930

Bloomberg Gold Subindex

Goldman Sachs International

Long

201.2774

52,937,566

Bloomberg Gold Subindex

UBS AG

Long

201.2774

95,175,948

The June 30, 2024 and 2023 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2024 and 2023 swap notional values equal units multiplied by the swap price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or swap price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments

each day

to have $2.00 of exposure to the Index for every $1.00 of net assets. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

for additional information regarding performance for periods longer than a single day. Swap counterparty risk generally limited to the amount of any unrealized gains, although in the event of a counterparty bankruptcy, there could be delays and costs associated with recovering collateral posted in segregated

tri-party

accounts at the Fund’s third-party custodian.

ProShares Ultra Silver:

As of June 30, 2024 and 2023 the ProShares Ultra Silver Fund was exposed to commodity price risk through its holding of Silver futures contracts and swap agreements linked to the Bloomberg Silver Subindex

. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2024 and 2023, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2024

Contract

Long or

Short

Expiration

Contracts

Valuation

Price

Contract

Multiplier

Notional
Amount

at Value

Silver Futures (COMEX)

Long

September 2024

3,130

29.56

5,000

462,614,000

Swap Agreements as of June 30, 2024

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount

at Value

Bloomberg Silver Subindex

Citibank, N.A.

Long

240.0401

302,102,674

Bloomberg Silver Subindex

Goldman Sachs International

Long

240.0401

26,589,962

Bloomberg Silver Subindex

Morgan Stanley & Co.
International PLC

Long

240.0401

180,402,617

Bloomberg Silver Subindex

UBS AG

Long

240.0401

169,794,092

Futures Positions as of June 30, 2023

Contract

Long or

Short

Expiration

Contracts

Valuation

Price

Contract

Multiplier

Notional Amount

at Value

Silver Futures (COMEX)

Long

September 2023

2,047

23.02

5,000

235,609,700

177

Table of Contents

Swap Agreements as of June 30, 2023

Reference Index

Counterparty

Long or
Short

Index Close

Notional Amount

at Value

Bloomberg Silver Subindex

Citibank, N.A.

Long

198.4659

166,412,438

Bloomberg Silver Subindex

Goldman Sachs International

Long

198.4659

21,984,663

Bloomberg Silver Subindex

Morgan Stanley & Co.
International PLC

Long

198.4659

149,157,444

Bloomberg Silver Subindex

UBS AG

Long

198.4659

140,386,283

The June 30, 2024 and 2023 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2024 and 2023 and swap notional values equal units multiplied by the swap price. These notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or swap price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments

each day

to have $2.00 of exposure to the Index for every $1.00 of net assets. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by two. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

tri-party

accounts at the Fund’s third-party custodian.

ProShares Ultra VIX Short-Term Futures ETF

As of June 30, 2024 and 2023, the ProShares Ultra VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2024 and 2023, which were sensitive to equity market volatility risk.


Futures Positions as of June 30, 2024

Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (Cboe)	Long	July 2024		13,989	$	14.02		1,000	$	196,164,949
VIX Futures (Cboe)	Long	August 2024		10,175		14.94		1,000		152,016,535


Futures Positions as of June 30, 2023

Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (Cboe)	Long	July 2023		21,591	$	15.01		1,000	$	324,102,501
VIX Futures (Cboe)	Long	August 2023		15,704		16.40		1,000		257,550,311

The June 30, 2024 and 2023 futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The notional values will increase (decrease) proportionally with increases (decreases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments each day to have $1.50 of exposure to the Index for every $1.00 of net assets. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by one and

one-half.

See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

for additional information regarding performance for periods longer than a single day.

178

Table of Contents

ProShares Ultra Yen:

As of June 30, 2024 and 2023, the ProShares Ultra Yen Fund was exposed to exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following table provides information about the Fund’s positions in these Financial Instruments as of June 30, 2024 and 2023, which were sensitive to exchange rate price risk.

Foreign Currency Forward Contracts as of June 30, 2024

Reference

Currency

Counterparty

Long or
Short

Settlement
Date

Local Currency

Forward Rate

Market Value
USD

Yen

Goldman Sachs International

Long

07/12/24

6,727,184,056

0.006440

43,324,400

Yen

UBS AG

Long

07/12/24

7,961,290,856

0.006415

51,074,385

Yen

UBS AG

Short

07/12/24

(384,862,000

)

0.006303

(2,425,712

)


Foreign Currency Forward Contracts as of June 30, 2023

Reference Currency	Counterparty	Long or Short	Settlement Date		Local Currency			Forward Rate		Market Value USD
Yen	Goldman Sachs International	Long		07/14/23		1,507,359,517			0.007217	$	10,877,886
Yen	UBS AG	Long		07/14/23		2,188,352,856			0.007161		15,670,467
Yen	Goldman Sachs International	Short		07/14/23		(1,461	)		0.006844		(10	)
Yen	UBS AG	Short		07/14/23		(158,537,000	)		0.007066		(1,120,148	)

The June 30, 2024 and 2023 USD market values equal the number of yen multiplied by the forward rate. These notional values will increase (decrease) proportionally with increases (decreases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent increases (decreases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments

each day

to have $2.00 of exposure to the yen for every $1.00 of net assets. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the yen and multiplying by two. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

tri-party

accounts at the Fund’s third-party custodian.

ProShares UltraShort Bloomberg Crude Oil:

As of June 30, 2024 and 2023, the ProShares UltraShort Bloomberg Crude Oil Fund was exposed to inverse commodity price risk through its holding of Crude Oil futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2024 and 2023, which were sensitive to commodity price risk.

179

Table of Contents


Futures Positions as of June 30, 2024

Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
WTI Crude Oil (NYMEX)	Short	September 2024		1,443	$	80.64		1,000	$	(116,363,520	)
WTI Crude Oil (NYMEX)	Short	December 2024		1,526		78.34		1,000		(119,546,840	)
WTI Crude Oil (NYMEX)	Short	June 2025		1,585		75.26		1,000		(119,287,100	)


Futures Positions as of June 30, 2023

Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
WTI Crude Oil (NYMEX)	Short	September 2023		1,038	$	70.78		1,000	$	(73,469,640	)
WTI Crude Oil (NYMEX)	Short	December 2023		1,073		70.40		1,000		(75,539,200	)
WTI Crude Oil (NYMEX)	Short	June 2024		1,111		69.02		1,000		(76,681,220	)

The June 30, 2024 and 2023 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or the level of the Index, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments

each day

to have $2.00 of short exposure to the Index for every $1.00 of net assets. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

for additional information regarding performance for periods longer than a single day.

ProShares UltraShort Bloomberg Natural Gas:

As of June 30, 2024 and 2023, the ProShares UltraShort Bloomberg Natural Gas Fund was exposed to inverse commodity price risk through its holding of Natural Gas futures contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2024 and 2023, which were sensitive to commodity price risk.

Futures Positions as of June 30, 2024

Contract

Long or

Short

Expiration

Contracts

Valuation

Price

Contract

Multiplier

Notional Amount

at Value

Natural Gas (NYMEX)

Short

September 2024

11,339

2.60

10,000

(294,587,220

)

Futures Positions as of June 30, 2023

Contract

Long or

Short

Expiration

Contracts

Valuation

Price

Contract

Multiplier

Notional Amount

at Value

Natural Gas (NYMEX)

Short

September 2023

10,189

2.77

10,000

(282,642,860

)

180

Table of Contents

The June 30, 2024 and 2023 short futures notional values are calculated by multiplying the number of Contracts held times the valuation price times the contract multiplier. The short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments

each day

to have $2.00 of short exposure to the Index for every $1.00 of net assets. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

for additional information regarding performance for periods longer than a single day.

ProShares UltraShort Euro:

As of June 30, 2024 and 2023, the ProShares UltraShort Euro Fund was exposed to inverse exchange rate price risk through its holdings of Euro/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2024 and 2023, which were sensitive to exchange rate price risk.


Foreign Currency Forward Contracts as of June 30, 2024

Reference Currency	Counterparty	Long or Short	Settlement Date		Local Currency			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long		07/12/24		828,000			1.0744	$	889,628
Euro	UBS AG	Long		07/12/24		2,335,000			1.0782		2,517,632
Euro	Goldman Sachs International	Short		07/12/24		(38,212,263	)		1.0847		(41,448,956	)
Euro	UBS AG	Short		07/12/24		(36,370,199	)		1.0836		(39,409,584	)


Foreign Currency Forward Contracts as of June 30, 2023

Reference Currency	Counterparty	Long or Short	Settlement Date		Local Currency			Forward Rate		Market Value USD
Euro	Goldman Sachs International	Long		07/14/23		4,446,000			1.1002	$	4,891,387
Euro	UBS AG	Long		07/14/23		12,460,000			1.0897		13,577,549
Euro	Goldman Sachs International	Short		07/14/23		(51,941,263	)		1.0759		(55,884,697	)
Euro	UBS AG	Short		07/14/23		(58,308,199	)		1.0763		(62,758,994	)

The June 30, 2024 and 2023 USD market values equal the number of euros multiplied by the forward rate. These short notional values will increase (decrease) proportionally with decreases (increases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments

each day

to have $2.00 of short exposure to the euro for every $1.00 of net assets. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the euro and multiplying by negative two. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

tri-party

accounts at the Fund’s third-party custodian.

ProShares UltraShort Gold:

As of June 30, 2024 and 2023 the ProShares UltraShort Gold Fund was exposed to inverse commodity price risk through its holding of Gold futures contracts and swap agreements linked to the Bloomberg Gold Subindex

. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2024 and 2023, which were sensitive to commodity price risk.

181

Table of Contents

Futures Positions as of June 30, 2024


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Gold Futures (COMEX)	Short	August 2024		58	$	2,339.60		100	$	(13,569,680	)

Swap Agreements as of June 30, 2024


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Bloomberg Gold Subindex	Citibank, N.A.	Short	$	230.1139	$	(4,325,519	)
Bloomberg Gold Subindex	Goldman Sachs International	Short		230.1139		(5,669,086	)
Bloomberg Gold Subindex	UBS AG	Short		230.1139		(8,768,527	)

Futures Positions as of June 30, 2023


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Gold Futures (COMEX)	Short	August 2023		79	$	1,929.40		100	$	(15,242,260	)

Swap Agreements as of June 30, 2023


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Bloomberg Gold Subindex	Citibank, N.A.	Short	$	201.2774	$	(3,783,471	)
Bloomberg Gold Subindex	Goldman Sachs International	Short		201.2774		(4,958,670	)
Bloomberg Gold Subindex	UBS AG	Short		201.2774		(7,669,707	)

The June 30, 2024 and 2023 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2024 and 2023 swap notional values equal units multiplied by the swap price. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or swap price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments

each day

to have $2.00 of short exposure to the Index for every $1.00 of net assets. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

tri-party

accounts at the Fund’s third-party custodian.

ProShares UltraShort Silver:

As of June 30, 2024 and 2023 the ProShares UltraShort Silver Fund was exposed to inverse commodity price risk through its holding of Silver futures contracts and swap agreements linked to the Bloomberg Silver Subindex

. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2024 and 2023, which were sensitive to commodity price risk.

182

Table of Contents

Futures Positions as of June 30, 2024



Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Futures (COMEX)	Short	September 2024		706	$	29.56		5,000	$	(104,346,800	)

Swap Agreements as of June 30, 2024


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Bloomberg Silver Subindex	Citibank, N.A.	Short	$	240.0401	$	(21,477,041	)
Bloomberg Silver Subindex	Goldman Sachs International	Short		240.0401		(11,791,490	)
Bloomberg Silver Subindex	Morgan Stanley & Co. International PLC	Short		240.0401		(1,626,512	)
Bloomberg Silver Subindex	UBS AG	Short		240.0401		(13,101,894	)

Futures Positions as of June 30, 2023


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
Silver Futures (COMEX)	Short	September 2023		139	$	23.02		5,000	$	(15,998,900	)

Swap Agreements as of June 30, 2023


Reference Index	Counterparty	Long or Short	Index Close		Notional Amount at Value
Bloomberg Silver Subindex	Citibank, N.A.	Short	$	198.4659	$	(2,676,258	)
Bloomberg Silver Subindex	Goldman Sachs International	Short		198.4659		(9,749,240	)
Bloomberg Silver Subindex	Morgan Stanley & Co. International PLC	Short		198.4659		(7,708,614	)
Bloomberg Silver Subindex	UBS AG	Short		198.4659		(2,464,968	)

The June 30, 2024 and 2023 short futures notional values are calculated by multiplying the number of contracts held times the valuation price times the contract multiplier. The June 30, 2024 and 2023 swap notional values equal units multiplied by the swap price. These short notional values will increase (decrease) proportionally with decreases (increases) in the price of the futures contract or swap price, as applicable. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments

each day

to have $2.00 of short exposure to the Index for every $1.00 of net assets. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index and multiplying by negative two. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

tri-party

accounts at the Fund’s third-party custodian.

ProShares UltraShort Yen:

As of June 30, 2024 and 2023, the ProShares UltraShort Yen Fund was exposed to inverse exchange rate price risk through its holdings of Yen/USD foreign currency forward contracts. The following tables provide information about the Fund’s positions in these Financial Instruments as of June 30, 2024 and 2023, which were sensitive to exchange rate price risk.

183

Table of Contents

Foreign Currency Forward Contracts as of June 30, 2024


Reference Currency	Counterparty	Long or Short	Settlement Date		Local Currency			Forward Rate		Market Value USD
Yen	UBS AG	Long		07/12/24		1,368,727,000			0.006384	$	8,738,292
Yen	Goldman Sachs International	Short		07/12/24		(8,022,884,165	)		0.006440		(51,668,966	)
Yen	UBS AG	Short		07/12/24		(8,533,259,574	)		0.006422		(54,800,030	)

Foreign Currency Forward Contracts as of June 30, 2023


Reference Currency	Counterparty	Long or Short	Settlement Date		Local Currency			Forward Rate		Market Value USD
Yen	UBS AG	Long		07/14/23		1,228,677,000			0.007157	$	8,793,482
Yen	Goldman Sachs International	Short		07/14/23		(3,428,392,165	)		0.007206		(24,704,991	)
Yen	UBS AG	Short		07/14/23		(5,596,567,574	)		0.007187		(40,224,318	)

The June 30, 2024 and 2023 USD market values equal the number of yen multiplied by the forward rate. These short notional values will increase (decrease) proportionally with decreases (increases) in the forward price. Additional gains (losses) associated with these contracts will be equal to any such subsequent decreases (increases) in short notional values, before accounting for spreads or transaction or financing costs. The Fund will generally attempt to adjust its positions in Financial Instruments

each day

to have $2.00 of short exposure to the yen for every $1.00 of net assets. Future

period

returns, before fees and expenses, cannot be estimated simply by estimating the appreciation or depreciation of the yen and multiplying by negative two. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

tri-party

accounts at the Fund’s third-party custodian.

ProShares VIX

Mid-Term

Futures ETF

As of June 30, 2024 and 2023, the ProShares VIX

Mid-Term

Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following table provides information about the Fund’s positions in VIX futures contracts as of June 30, 2024 and 2023, which were sensitive to equity market volatility risk.

Futures Positions as of June 30, 2024


Contract	Long or Short	Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (Cboe)	Long		October 2024		367	$	18.18		1,000	$	6,671,142
VIX Futures (Cboe)	Long		November 2024		633		17.33		1,000		10,966,725
VIX Futures (Cboe)	Long		December 2024		633		17.30		1,000		10,951,280
VIX Futures (Cboe)	Long		January 2025		267		17.95		1,000		4,792,650

Futures Positions as of June 30, 2023


Contract	Long or Short	Expiration		Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (Cboe)	Long		October 2023		501	$	18.35		1,000	$	9,192,799
VIX Futures (Cboe)	Long		November 2023		865		18.85		1,000		16,305,250
VIX Futures (Cboe)	Long		December 2023		865		19.15		1,000		16,564,750
VIX Futures (Cboe)	Long		January 2024		364		20.20		1,000		7,352,800

184

Table of Contents

each day

to match the performance of the Index. Future period returns, before fees and expenses, cannot be estimated simply by estimating the return of the Index. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

for additional information regarding performance for periods longer than a single day.

ProShares VIX Short-Term Futures ETF

As of June 30, 2024 and 2023, the ProShares VIX Short-Term Futures ETF Fund was exposed to equity market volatility risk through its holding of VIX futures contracts. The following tables provide information about the Fund’s positions in VIX futures contracts as of June 30, 2024 and 2023, which were sensitive to equity market volatility risk.

Futures Positions as of June 30, 2024


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (Cboe)	Long	July 2024		5,961	$	14.02		1,000	$	83,589,911
VIX Futures (Cboe)	Long	August 2024		4,335		14.94		1,000		64,765,767

Futures Positions as of June 30, 2023


Contract	Long or Short	Expiration	Contracts		Valuation Price		Contract Multiplier		Notional Amount at Value
VIX Futures (Cboe)	Long	July 2023		8,545	$	15.01		1,000	$	128,268,995
VIX Futures (Cboe)	Long	August 2023		6,216		16.40		1,000		101,944,265

each day

10-K

for additional information regarding performance for periods longer than a single day.

185

Table of Contents

Qualitative Disclosure

As described in Item 7 in the Annual Report on Form

10-K,

it is the investment objective of each Geared Fund to seek daily investment results, before fees and expenses, which correspond to a multiple, the inverse or an inverse multiple of the daily performance, of its corresponding benchmark (referred to as the “Daily Target”). Each Short Fund seeks daily investment results, before fees and expenses, that correspond to

one-half

the inverse

(-0.5x)

of the daily performance of its corresponding benchmark. Each UltraShort Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse

(-2x)

of the daily performance of its corresponding benchmark. Each Ultra Fund seeks daily investment results, before fees and expenses, that correspond to one and one half times (1.5x) or two times (2x) the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results, before fees and expenses, that match the performance of a benchmark. The Geared Funds do not seek to achieve these stated investment objectives over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Performance over longer periods of time will be influenced not only by the cumulative period performance of the corresponding benchmark but equally by the intervening volatility of the benchmark as well as fees and expenses, including costs associated with the use of Financial Instruments such as financing costs and trading spreads. Future period returns, before fees and expenses, cannot be estimated simply by estimating the percent change in the corresponding benchmark and multiplying by negative three, negative two, negative one, negative

one-half,

one, one and

one-half,

two or three. Shareholders who invest in the Funds should actively manage and monitor their investments, as frequently as daily. See “Item 1A. Risk Factors” in the Annual Report on Form

10-K

for additional information regarding performance for periods longer than a single day.

Primary Market Risk Exposure

The primary market risks that the Funds are exposed to depend on each Fund’s investment objective and corresponding benchmark. For example, the primary market risk that the ProShares UltraShort Bloomberg Crude Oil and the ProShares Ultra Bloomberg Crude Oil Funds are exposed to are inverse and long exposure, respectively, to the price of crude oil as measured by the return of holding and periodically rolling crude oil futures contracts (the Bloomberg Commodity Index and its

sub-indexes

are based on the price of rolling futures positions, rather than on the cash price for immediate delivery of the corresponding commodity).

Each Fund’s exposure to market risk is further influenced by a number of factors, including the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of each Fund’s trading strategies and other factors, could ultimately lead to a loss of all or substantially all of investors’ capital.

As described in Item 7 in the Annual Report on Form

10-K,

trading in certain futures contracts or forward agreements involves each Fund entering into contractual commitments to purchase or sell a commodity underlying a Fund’s benchmark at a specified date and price, should it hold such futures contracts or forward agreements into the deliverable period. Should a Fund enter into a contractual commitment to sell a physical commodity, it is required to make delivery of that commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which the value of a commodity can rise is unlimited, entering into commitments to sell commodities would expose a Fund to theoretically unlimited risk.

Commodity Price Sensitivity

As further described in “Item 1A. Risk Factors” in the Annual Report on Form

10-K,

the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Commodity Index Funds or the Commodity Funds, several factors may affect the price of a commodity underlying a Commodity Index Fund or a Commodity Fund, and in turn, the Financial Instruments and other assets, if any, owned by such a Fund. The impact of changes in the price of a physical commodity or of a commodity index (comprised of commodity futures contracts) will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an UltraShort Fund and daily decreases in the price of an underlying commodity or commodity index will negatively impact the daily performance of Shares of an Ultra Fund.

Additionally, performance over time is a cumulative effect of geometrically linking each day’s leveraged or inverse leveraged returns. For instance, if a corresponding benchmark was up 10% and then down 10%, which would result in a

(1.1*0.9)-1

-1%

period benchmark return, the

two-day

period return for a theoretical

two-times

fund would be equal to a (1.2

*0.8)-1

-4%

period Fund return (rather than simply two times the period return of the benchmark).

Exchange Rate Sensitivity

As further described in “Item 1A. Risk Factors” in the Annual Report on Form

10-K,

the value of the Shares of each Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. With regard to the Currency Funds, several factors may affect the value of the foreign currencies or the U.S. dollar, and, in turn, the Financial Instruments and other assets, if any, owned by a Fund. The impact of changes in the price of a currency will affect investors differently depending upon the Fund in which investors invest. Daily increases in the price of a currency will negatively impact the daily performance of Shares of a Short Fund or an UltraShort Fund and daily decreases in the price of a currency will negatively impact the daily performance of Shares of an Ultra Fund.

186

Table of Contents

(1.1*0.9)-1

-1%

period benchmark return, the

two-day

period return for a theoretical

two-times

fund would be equal to a (1.2

*0.8)-1

-4%

period Fund return (rather than simply two times the period return of the benchmark).

Equity Market Volatility Sensitivity

As further described in “Item 1A. Risk Factors” in the Annual Report on Form

10-K,

the value of the Shares of each VIX Fund relates directly to the value of, and realized profit or loss from, the Financial Instruments and other assets held by the Fund and fluctuations in the price of these assets could materially adversely affect an investment in the Shares. Several factors may affect the price and/or liquidity of VIX futures contracts and other assets, if any, owned by a VIX Fund. The impact of changes in the price of these assets will affect investors differently depending upon the Fund in which investors invest.

Managing Market Risks

Each Fund seeks to remain fully exposed to the corresponding benchmark at the levels implied by the relevant investment objective

(-0.5x,

-2x,

1.5x, or 2x), regardless of market direction or sentiment. At the close of the relevant markets each trading day (see NAV calculation times in “Note 2 - Significant Accounting Policies - Final Net Asset Value for Fiscal Period”), each Fund will seek to position its portfolio so that its exposure to its benchmark is consistent with its investment objective. As described in Item 7 of the Annual Report on Form

10-K,

these adjustments are done through the use of various Financial Instruments. Factors common to all Funds that may require portfolio

re-positioning

are creation/redemption activity and index rebalances.

For Geared Funds, the impact of the index’s movements each day also affects whether the Fund’s portfolio needs to be rebalanced. For example, if the index for an Ultra Fund has risen on a given day, net assets of the Fund should rise. As a result, the Fund’s long exposure will need to be increased to the extent there are not offsetting factors such as redemption activity. Conversely, if the Index has fallen on a given day, net assets of an Ultra Fund should fall. As a result, the Fund’s long exposure will generally need to be decreased. Net assets for Short Funds and UltraShort Funds will generally decrease when the Index rises on a given day, to the extent there are not offsetting factors. As a result, the Fund’s short exposure may need to be decreased. As a result, the Fund’s short exposure may need to be increased.

The use of certain Financial Instruments introduces counterparty risk. A Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to Financial Instruments entered into by the Fund. A Fund may be negatively impacted if a counterparty fails to perform its obligations. Each Fund intends to enter into swap and forward agreements only with major global financial institutions that meet certain credit quality standards and monitoring policies. Each Fund may use various techniques to minimize credit risk including early termination or reset and payment, limiting the net amount due from any individual counterparty, and generally requiring that the counterparty post collateral with respect to amounts owed to the Funds, marked to market daily.

Most Financial Instruments held by the Funds are “unfunded” meaning that the Fund will obtain exposure to the corresponding benchmark while still being in possession of its original cash assets. The cash positions that result from use of such Financial Instruments are held in a manner to minimize both interest rate and credit risk. During the reporting period, cash positions were maintained in both

non-interest

bearing and interest bearing demand deposit accounts. The Funds may also invest a portion of this cash in cash equivalents (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities).

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of the principal executive officer and principal financial officer of the Trust, Trust management has evaluated the effectiveness of the Trust’s and the Funds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and the Funds (as defined in Rules

13a-15(e)

and

15d-15(e)

under the Securities Exchange Act of 1934, as amended (the “1934 Act”)) were effective, as of June 30, 2024, including providing reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the 1934 Act on behalf of the Trust and the Funds is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, of the Trust as appropriate to allow timely decisions regarding required disclosure.

187

Table of Contents

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s or the Funds’ internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Trust’s or the Funds’ internal control over financial reporting.

Certifications

The certifications by the Principal Executive Officer and Principal Financial Officer of the Trust required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, which are filed or furnished as exhibits to this Quarterly Report on Form

10-Q,

apply both to the Trust taken as a whole and each Fund, and the Principal Executive Officer and Principal Financial Officer of the Trust are certifying both as to the Trust taken as a whole and each Fund.

188

Table of Contents

Part II. OTHER INFORMATION

Item 1. Legal Proceedings.

As of June 30, 2024, the Trust is not a party to any material legal proceedings.

Item 1A. Risk Factors.

Regulatory and exchange accountability levels may restrict the creation of Creation Units and the operation of the Trust

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

The onset of the novel coronavirus

(COVID-19)

and its variants has caused significant shocks to global financial markets and economies, with many governments taking extreme actions in an attempt to slow and contain the spread of

COVID-19.

These actions have had, and likely will continue to have if reimposed, a severe economic impact on global economies as economic activity in some instances has essentially ceased.

On February 24, 2022, Russia commenced a military attack on Ukraine. The ongoing hostilities between the two countries could result in additional widespread conflict and could have a severe adverse effect on the region and the markets for securities and commodities, including oil. As the war continues, sanctions on Russian exports in the future could have a significant adverse impact on the Russian economy and related markets. How long such conflict and related events will last and whether it will escalate further cannot be predicted. Impacts from the conflicts and related events could have significant impact on a Fund’s performance, and the value of an investment in a Fund may decline significantly.

The price of futures contracts can change quickly and without warning. If the price of WTI crude oil futures contracts in the future were to decline significantly or reach a negative price, investors in the Ultra Crude Oil Fund could suffer significant losses or lose their entire investment.

Extreme market volatility and economic turbulence in the first part of 2020 has led to FCMs increasing margin requirements for certain futures contracts, including nearer-dated WTI crude oil and other oil futures contracts. Some FCMs may impose trading limitations, whether in the form of limits or prohibitions on trading oil futures contracts. If the Oil Funds are subject to increased margin requirements, they will incur increased costs and may not be able to achieve desired exposure. The Oil Funds may not be able to achieve their investment objective if they become subject to heightened margin requirements or trading limitations.

Natural Disasters and Public Health Disruptions, such as the

COVID-19

Pandemic, May Have a Significant Negative Impact on the Performance of Each Fund

COVID-19

COVID-19,

federal, state, and local governments introduced various forms of vaccine and mask mandates, lockdowns, curfews, and other policy initiatives. However, several of the federal mandates were rolled back or eliminated entirely due to actions taken within the courts. In response to COVID’s shock to the labor market

189

Table of Contents

and economy overall. The government drastically increased its federal spending for COVID-related relief packages, which came in the form of increases in unemployment insurance and stimulus packages. 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 potential investment opportunities and accuracy of economic projections. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Funds, the Funds’ Sponsor 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 Funds’ investments. These factors can cause extreme market volatility, illiquidity, exchange trading suspensions and market closures. For example, market factors may adversely affect the price and liquidity of the Funds’ investments and potentially increase margins and collateral requirements in ways that have a significant negative impact on Fund performance r make it difficult, or impossible, for a Fund to achieve its investment objective. Under these circumstances, a Fund could have difficulty finding counterparties to transactions, entering or exiting positions at favorable prices and could incur significant losses. Further, Fund counterparties may close out positions with the Funds without notice, at unfavorable times or unfavorable prices, or may choose to transaction on a more limited basis (or not at all). In such cases, it may be difficult or impossible for a Fund to achieve the desired investment exposure with its investment objective. These conditions also can impact the ability of the Funds to complete creation and redemption transactions and disrupt Fund trading in the secondary market.

Additionally, public health issues, war and military conflicts (such as Russia’s continued military actions against Ukraine that started in February 2022 and the Israel-Hamas conflict and the ensuing conflict), 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. 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 a Fund’s performance, and the value of an investment in the Fund may decline significantly.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

b)	Not applicable.

c)	The Trust does not purchase shares directly from its shareholders. The following table summarizes the redemptions by Authorized Participants during the six months ended June 30, 2024:


Title of Securities Registered *		Total Number of Shares Redeemed		Average Price Per Share
ProShares Short VIX Short-Term Futures ETF**
Common Units of Beneficial Interest
	04/01/24 to 04/30/24		550,000	$	54.77
	05/01/24 to 05/31/24		450,000	$	57.87
	06/01/24 to 06/30/24		50,000	$	60.70
ProShares Ultra Bloomberg Crude Oil
Common Units of Beneficial Interest
	04/01/24 to 04/30/24		2,100,000	$	34.10
	05/01/24 to 05/31/24		1,250,000	$	31.99
	06/01/24 to 06/30/24		3,950,000	$	31.98
ProShares Ultra Bloomberg Natural Gas
Common Units of Beneficial Interest
	04/01/24 to 04/30/24		11,250,000	$	14.28
	05/01/24 to 05/31/24		14,550,000	$	18.54
	06/01/24 to 06/30/24		8,100,000	$	20.15
ProShares Ultra Euro
Common Units of Beneficial Interest
	04/01/24 to 04/30/24		100,000	$	11.08
	05/01/24 to 05/31/24		—	$	—
	06/01/24 to 06/30/24		—	$	—

190

Table of Contents


ProShares Ultra Gold
Common Units of Beneficial Interest
	04/01/24 to 04/30/24	150,000	$	78.96
	05/01/24 to 05/31/24	150,000	$	80.15
	06/01/24 to 06/30/24	250,000	$	77.88
ProShares Ultra Silver
Common Units of Beneficial Interest
	04/01/24 to 04/30/24	2,000,000	$	35.69
	05/01/24 to 05/31/24	1,300,000	$	43.37
	06/01/24 to 06/30/24	750,000	$	38.17
ProShares Ultra VIX Short-Term Futures ETF**
Common Units of Beneficial Interest
	04/01/24 to 04/30/24	3,931,248	$	36.38
	05/01/24 to 05/31/24	650,000	$	26.36
	06/01/24 to 06/30/24	1,450,000	$	24.40
ProShares Ultra Yen
Common Units of Beneficial Interest
	04/01/24 to 04/30/24	—	$	—
	05/01/24 to 05/31/24	100,000	$	22.70
	06/01/24 to 06/30/24	—	$	—
ProShares UltraShort Bloomberg Crude Oil
Common Units of Beneficial Interest
	04/01/24 to 04/30/24	2,350,000	$	15.53
	05/01/24 to 05/31/24	1,600,000	$	16.71
	06/01/24 to 06/30/24	1,250,000	$	17.74
ProShares UltraShort Bloomberg Natural Gas**
Common Units of Beneficial Interest
	04/01/24 to 04/30/24	750,000	$	72.68
	05/01/24 to 05/31/24	2,900,000	$	53.29
	06/01/24 to 06/30/24	2,000,000	$	42.56
ProShares UltraShort Euro
Common Units of Beneficial Interest
	04/01/24 to 04/30/24	50,000	$	31.58
	05/01/24 to 05/31/24	50,000	$	30.78
	06/01/24 to 06/30/24	—	$	—
ProShares UltraShort Gold
Common Units of Beneficial Interest
	04/01/24 to 04/30/24	200,000	$	20.99
	05/01/24 to 05/31/24	50,000	$	21.65
	06/01/24 to 06/30/24	100,000	$	21.68
ProShares UltraShort Silver
Common Units of Beneficial Interest
	04/01/24 to 04/30/24	850,000	$	13.97
	05/01/24 to 05/31/24	400,000	$	12.20
	06/01/24 to 06/30/24	1,000,000	$	10.94
ProShares UltraShort Yen
Common Units of Beneficial Interest
	04/01/24 to 04/30/24	—	$	—
	05/01/24 to 05/31/24	50,000	$	87.79
	06/01/24 to 06/30/24	50,000	$	90.52
ProShares VIX Mid-Term Futures ETF
Common Units of Beneficial Interest
	04/01/24 to 04/30/24	3,050,000	$	16.61
	05/01/24 to 05/31/24	100,000	$	14.74
	06/01/24 to 06/30/24	5,100,000	$	14.29

191

Table of Contents


ProShares VIX Short-Term Futures ETF
Common Units of Beneficial Interest
	04/01/24 to 04/30/24	2,250,000	$	14.20
	05/01/24 to 05/31/24	—	$	—
	06/01/24 to 06/30/24	350,000	$	11.13

*	The registration statement covers an indeterminate amount of securities to be offered or sold.

**	See Note 1 of these Notes to Financial Statements.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

No officers or trustees of the Trust have adopted, modified or terminated trading plans under either a Rule

10b5-1

trading arrangement (as such terms are defined in Item 408 of Regulation

S-K

under the Securities Act of 1933, as amended) for the three month period ended June 30, 2024.

192

Table of Contents

Item 6. Exhibits.


Exhibit No.		Description of Document

31.1		Certification by Principal Executive Officer of the Trust Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (1)

31.2		Certification by Principal Financial Officer of the Trust Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (1)

32.1*		Certification by Principal Executive Officer of the Trust Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

32.2*		Certification by Principal Financial Officer of the Trust Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

101.INS		XBRL Instance Document (1)

101.SCH		XBRL Taxonomy Extension Schema (1)

101.CAL		XBRL Taxonomy Extension Calculation Linkbase (1)

101.DEF		XBRL Taxonomy Extension Definition Linkbase (1)

101.LAB		XBRL Taxonomy Extension Label Linkbase (1)

101.PRE		XBRL Taxonomy Extension Presentation Linkbase (1)

104.1		Cover Page Interactive Data File - The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

(1)	Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

193

Table of Contents

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PROSHARES TRUST II

/s/ Todd Johnson

By: Todd Johnson

Principal Executive Officer

Date: August 8, 2024

/s/ Edward J. Karpowicz

By: Edward J. Karpowicz

Principal Financial and Accounting Officer

Date: August 8, 2024

194


	Principal Amount		Value
Short-term U.S. government and agency obligations
(57% of shareholders’ equity)
U.S. Treasury Bills ^^ :
5.288% due 07/09/24	$	80,000,000	$	79,906,936
5.321% due 09/05/24		90,000,000		89,140,347

Total short-term U.S. government and agency obligations (cost $169,045,239)			$	169,047,283


	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	51,436,044		$	110,748,351
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(316,469,775	)		(278,358,687	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		260,017,669			334,826,194
Net amortization and accretion on short-term U.S. government and agency obligations		(3,183,783	)		(1,921,222	)
Net realized (gain) loss on investments		(17,669	)		25,811
Change in unrealized (appreciation) depreciation on investments		16,617			8,546
Decrease (Increase) in receivable on open futures contracts		22,582,087			48,261,408
Decrease (Increase) in interest receivable		(39,379	)		43,386
Increase (Decrease) in payable to Sponsor		(17,749	)		(131,814	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(9,571	)		(12,820	)
Increase (Decrease) in payable on open futures contracts		1,758,361			—

Net cash provided by (used in) operating activities		16,072,852			213,489,153

Cash flow from financing activities
Proceeds from addition of shares		147,244,261			185,319,488
Payment on shares redeemed		(182,674,465	)		(359,168,024	)

Net cash provided by (used in) financing activities		(35,430,204	)		(173,848,536	)

Net increase (decrease) in cash		(19,357,352	)		39,640,617
Cash, beginning of period		143,139,851			133,946,941

Cash, end of period	$	123,782,499		$	173,587,558


	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/ Value
Contracts to Purchase
Euro with Goldman Sachs International		07/12/24		4,686,921		$	5,022,389		$	(61,066	)
Euro with UBS AG		07/12/24		5,951,502			6,377,482			(79,283	)

							Total Unrealized Depreciation		$	(140,349	)

Contracts to Sell
Euro with UBS AG		07/12/24		(193,000	)	$	(206,813	)	$	(49	)

							Total Unrealized Depreciation		$	(49	)


	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/ Value
Contracts to Purchase
Yen with Goldman Sachs International		07/12/24		6,727,184,056		$	41,891,312		$	(1,433,088	)
Yen with UBS AG		07/12/24		7,961,290,856			49,576,304			(1,498,081	)

							Total Unrealized Depreciation		$	(2,931,169	)

Contracts to Sell
Yen with UBS AG		07/12/24		(384,862,000	)	$	(2,396,601	)	$	29,111

							Total Unrealized Appreciation		$	29,111


	Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited).		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		126
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		173
Item 4. Controls and Procedures.		187

Part II. OTHER INFORMATION
Item 1. Legal Proceedings.		189
Item 1A. Risk Factors.		189
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		190
Item 3. Defaults Upon Senior Securities.		192
Item 4. Mine Safety Disclosures.		192
Item 5. Other Information.		192
Item 6. Exhibits.		192


Documents	Page
Statements of Financial Condition, Schedule of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity, and Statements of Cash Flows:
ProShares Short VIX Short-Term Futures ETF		2
ProShares Ultra Bloomberg Crude Oil		7
ProShares Ultra Bloomberg Natural Gas		12
ProShares Ultra Euro		17
ProShares Ultra Gold		22
ProShares Ultra Silver		27
ProShares Ultra VIX Short-Term Futures ETF		32
ProShares Ultra Yen		37
ProShares UltraShort Bloomberg Crude Oil		42
ProShares UltraShort Bloomberg Natural Gas		47
ProShares UltraShort Euro		52
ProShares UltraShort Gold		57
ProShares UltraShort Silver		62
ProShares UltraShort Yen		67
ProShares VIX Mid-Term Futures ETF		72
ProShares VIX Short-Term Futures ETF		77
ProShares Trust II		82
Notes to Financial Statements		86


Futures Contracts Sold
	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - Cboe, expires July 2024		5,997	$	84,094,732	$	2,965,349
VIX Futures - Cboe, expires August 2024		4,360		65,139,272		869,850

					$	3,835,199


Foreign Currency Forward Contracts ^
	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/ Value
Contracts to Purchase
Yen with UBS AG		07/12/24		1,368,727,000		$	8,523,295		$	(214,997	)

							Total Unrealized Depreciation		$	(214,997	)

Contracts to Sell
Yen with Goldman Sachs International		07/12/24		(8,022,884,165	)	$	(49,959,856	)	$	1,709,110
Yen with UBS AG		07/12/24		(8,533,259,574	)		(53,138,049	)		1,661,981

							Total Unrealized Appreciation		$	3,371,091