What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-09 compared with 2022-05-09 · 667 added, 614 removed, 2828 unchanged (31% of the section changed)

2 unchanged sentences

in Shareholders’ Equity, and Statements of Cash Flows:

ProShares Short Euro

ProShares Short VIX Short-Term Futures ETF

6 unchanged sentences

ProShares Ultra Yen

ProShares UltraShort Australian Dollar

ProShares UltraShort Bloomberg Crude Oil

8 unchanged sentences

Notes to Financial Statements

PROSHARES SHORT EURO

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

December 31, 2021

Segregated cash balances with brokers for futures contracts

Receivable on open futures contracts

Interest receivable

Liabilities and shareholders’ equity

Payable on open futures contracts

Payable to Sponsor

Total liabilities

Commitments and Contingencies (Note 2)

Shareholders’ equity

Total liabilities and shareholders’ equity

Shares outstanding

Net asset value per share

Market value per share (Note 2)

See accompanying notes to financial statements.

PROSHARES SHORT EURO

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

Futures Contracts Sold

Notional Amount

(Depreciation)/Value

Euro Fx Currency Futures - CME, expires June 2022

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF OPERATIONS

Three Months Ended

Investment Income

Management fee

Brokerage commissions

Total expenses

Net investment income (loss)

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

Short-term U.S.

government and agency obligations

Net realized gain (loss)

Change in net unrealized appreciation (depreciation) on

Futures contracts

Short-term U.S.

government and agency obligations

Change in net unrealized appreciation (depreciation)

Net realized and unrealized gain (loss)

Net income (loss)

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Three Months Ended

Shareholders’ equity, beginning of period

Addition of 50,000 and – shares, respectively

Redemption of – and 50,000 shares, respectively

Net addition (redemption) of 50,000 and ( 50,000 ) shares, respectively

Net investment income (loss)

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net income (loss)

Shareholders’ equity, end of period

See accompanying notes to financial statements.

PROSHARES SHORT EURO

STATEMENTS OF CASH FLOWS

Three Months Ended

Cash flow from operating activities

Net income (loss)

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

Proceeds from sales or maturities of short-term U.S.

government and agency obligations

Net amortization and accretion on short-term U.S.

government and agency obligations

Net realized (gain) loss on investments

Change in unrealized (appreciation) depreciation on investments

Decrease (Increase) in receivable on open futures contracts

Decrease (Increase) in interest receivable

Increase (Decrease) in payable to Sponsor

Increase (Decrease) in payable on open futures contracts

Net cash provided by (used in) operating activities

Cash flow from financing activities

Proceeds from addition of shares

Payment on shares redeemed

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

See accompanying notes to financial statements.

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

June 30, 2022

December 31, 2021

20 unchanged sentences

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

JUNE 30, 2022

Principal Amount

12 unchanged sentences

(Depreciation)/Value

VIX Futures - Cboe, expires April 2022

VIX Futures - Cboe, expires May 2022

VIX Futures - Cboe, expires July 2022

VIX Futures - Cboe, expires August 2022

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures accounts fees

Futures account fees

Total expenses

17 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

1 unchanged sentence

Redemption of 2,300,000 , 1,050,000 , 3,100,000 and 2,150,000 shares, respectively

( 119,158,761

( 165,787,854

Net addition (redemption) of ( 700,000 ), ( 600,000 ), 1,500,000 and 700,000 shares, respectively

7 unchanged sentences

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

20 unchanged sentences

Payment on shares redeemed

( 171,912,984

Net cash provided by (used in) financing activities

5 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

June 30, 2022

December 31, 2021

Short-term U.S.

government and agency obligations (Note 3) (cost $ 527,457,948 and $ 848,800,309 , respectively)

1,016,050,654

Segregated cash balances with brokers for futures contracts

1 unchanged sentence

Unrealized appreciation on swap agreements

Receivable on open futures contracts

Interest receivable

16 unchanged sentences

1,129,976,772

Shares outstanding

Net asset value per share

Market value per share (Note 2)

Shares outstanding (Note 1 )

Net asset value per share (Note 1 )

Market value per share (Note 1) (Note 2 )

See accompanying notes to financial statements.

1 unchanged sentence

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

Principal Amount

JUNE 30, 2022

Short-term U.S.

1 unchanged sentence

( 50 % of shareholders’ equity)

Treasury Bills ^^

% due 04/21/22

% due 05/19/22

Federal Home Loan Discount Notes ^^

1.000 % due 07/01/22

Treasury Bills ^^

0.393 % due 07/21/22 †

4 unchanged sentences

(cost $ 527,457,948 )

1,016,050,654

Futures Contracts Purchased

1 unchanged sentence

(Depreciation)/Value

WTI Crude Oil - NYMEX, expires June 2022

WTI Crude Oil - NYMEX, expires September 2022

WTI Crude Oil - NYMEX, expires December 2022

10 unchanged sentences

Swap agreement with UBS AG based on Bloomberg Commodity Balanced WTI Crude Oil Index

Total Unrealized

Total Unrealized Depreciation

( 152,287,155

All or partial amount pledged as collateral for swap agreements.

The positions and counterparties herein are as of March 31, 2022.

The positions and counterparties herein are as of June 30, 2022.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

1 unchanged sentence

Rates shown represent discount rate at the time of purchase.

Reflects the floating financing rate, as of March 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of June 30, 2022, 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.

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures accounts fees

Futures account fees

Total expenses

7 unchanged sentences

Net realized gain (loss)

1,162,711,373

Change in net unrealized appreciation (depreciation) on

Futures contracts

( 187,136,364

Swap agreements

3 unchanged sentences

Change in net unrealized appreciation (depreciation)

( 211,544,109

( 306,208,096

Net realized and unrealized gain (loss)

4 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

1,336,980,685

Addition of 2,150,000 and 2,350,000 shares, respectively

Redemption of 6,150,000 and 6,450,000 shares, respectively

1,088,579,093

1,103,783,570

Net addition (redemption) of ( 4,000,000 ) and ( 4,100,000 ) shares, respectively

Addition of 1,700,000 , 4,200,000 , 10,300,000 and 13,600,000 shares, respectively (Note 1)

Redemption of 11,450,000 , 20,400,000 , 36,050,000 and 46,200,000 shares, respectively (Note 1)

( 498,195,726

( 320,470,933

( 1,296,847,431

( 618,303,017

Net addition (redemption) of ( 9,750,000 ), ( 16,200,000 ), ( 25,750,000 ) and ( 32,600,000 ) shares, respectively (Note 1)

( 425,776,073

( 260,262,270

( 894,110,745

( 441,050,164

Net investment income (loss)

Net realized gain (loss)

1,162,711,373

Change in net unrealized appreciation (depreciation)

( 211,544,109

( 306,208,096

Net income (loss)

2 unchanged sentences

1,303,530,902

1,060,867,238

1,303,530,902

See accompanying notes to financial statements.

1 unchanged sentence

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

17 unchanged sentences

Increase (Decrease) in payable on open futures contracts

Increase (Decrease) in securities purchased payable

Net cash provided by (used in) operating activities

1,385,592,132

Cash flow from financing activities

13 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

June 30, 2022

December 31, 2021

Short-term U.S.

20 unchanged sentences

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

JUNE 30, 2022

Principal Amount

12 unchanged sentences

(Depreciation)/Value

Natural Gas - NYMEX, expires May 2022

Natural Gas - NYMEX, expires September 2022

( 194,426,957

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures accounts fees

Futures account fees

Total expenses

8 unchanged sentences

Futures contracts

( 271,251,560

( 186,220,796

Short-term U.S.

1 unchanged sentence

Change in net unrealized appreciation (depreciation)

( 271,288,469

( 186,420,725

Net realized and unrealized gain (loss)

( 106,297,775

Net income (loss)

( 106,863,848

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

3 unchanged sentences

( 697,665,569

Net addition (redemption) of ( 5,000,000 ) and ( 4,600,000 ) shares, respectively

( 246,175,323

Net addition (redemption) of 2,150,000 , ( 1,500,000 ), ( 2,850,000 ) and ( 6,100,000 ) shares, respectively

( 155,987,909

2 unchanged sentences

Change in net unrealized appreciation (depreciation)

( 271,288,469

( 186,420,725

Net income (loss)

( 106,863,848

Shareholders’ equity, end of period

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

4 unchanged sentences

( 520,892,453

( 118,983,722

Proceeds from sales or maturities of short-term U.S.

17 unchanged sentences

( 167,120,455

( 126,761,747

Net increase (decrease) in cash

4 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

December 31, 2021

June 30, 2022

Short-term U.S.

17 unchanged sentences

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

Principal Amount

JUNE 30, 2022

Short-term U.S.

19 unchanged sentences

Euro with UBS AG

Total Unrealized Depreciation

Total Unrealized Appreciation

All or partial amount pledged as collateral for foreign currency forward contracts.

The positions and counterparties herein are as of March 31, 2022.

The positions and counterparties herein are as of June 30, 2022.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

19 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

10 unchanged sentences

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

22 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

June 30, 2022

Short-term U.S.

6 unchanged sentences

Liabilities and shareholders’ equity

Payable for capital shares redeemed

Payable on open futures contracts

Brokerage commissions and futures account fees payable

12 unchanged sentences

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

Principal Amount

JUNE 30, 2022

Short-term U.S.

6 unchanged sentences

0.223 % due 11/03/22 †

0.706 % due 08/18/22 †

0.223 % due 11/03/22 †

Total short-term U.S.

government and agency obligations

(cost $ 298,652,557 )

government and agency obligations (cost $ 208,875,314 )

Futures Contracts Purchased

1 unchanged sentence

(Depreciation)/Value

Gold Futures - COMEX, expires June 2022

Gold Futures - COMEX, expires August 2022

Total Return Swap Agreements ^

7 unchanged sentences

All or partial amount pledged as collateral for swap agreements.

The positions and counterparties herein are as of March 31, 2022.

The positions and counterparties herein are as of June 30, 2022.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

1 unchanged sentence

Rates shown represent discount rate at the time of purchase.

Reflects the floating financing rate, as of March 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of June 30, 2022, 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.

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures accounts fees

Futures account fees

Total expenses

19 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

10 unchanged sentences

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

15 unchanged sentences

Increase (Decrease) in brokerage commissions and futures account fees payable

Increase (Decrease) in payable on open futures contracts

Net cash provided by (used in) operating activities

( 155,311,424

Cash flow from financing activities

3 unchanged sentences

Net increase (decrease) in cash

( 153,664,290

Cash, beginning of period

3 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

December 31, 2021

June 30, 2022

Short-term U.S.

3 unchanged sentences

Unrealized appreciation on swap agreements

Receivable from capital shares sold

Receivable on open futures contracts

2 unchanged sentences

Payable for capital shares redeemed

Payable on open futures contracts

Brokerage commissions and futures account fees payable

12 unchanged sentences

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

JUNE 30, 2022

Principal Amount

8 unchanged sentences

0.223 % due 11/03/22 †

Total short-term U.S.

government and agency obligations

(cost $ 465,593,363 )

government and agency obligations (cost $ 290,825,356 )

Futures Contracts Purchased

1 unchanged sentence

(Depreciation)/Value

Silver Futures - COMEX, expires May 2022

Silver Futures - COMEX, expires September 2022

Total Return Swap Agreements ^

7 unchanged sentences

Swap agreement with UBS AG based on Bloomberg Silver Subindex

Total Unrealized Depreciation

Unrealized Depreciation

All or partial amount pledged as collateral for swap agreements.

The positions and counterparties herein are as of March 31, 2022.

The positions and counterparties herein are as of June 30, 2022.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

1 unchanged sentence

Rates shown represent discount rate at the time of purchase.

Reflects the floating financing rate, as of March 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of June 30, 2022, 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.

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures accounts fees

Futures account fees

Total expenses

4 unchanged sentences

Swap agreements

( 145,324,753

Short-term U.S.

1 unchanged sentence

Net realized gain (loss)

( 156,195,349

Change in net unrealized appreciation (depreciation) on

1 unchanged sentence

Swap agreements

( 101,003,629

( 133,882,561

Short-term U.S.

2 unchanged sentences

( 108,172,044

( 186,138,026

Net realized and unrealized gain (loss)

( 206,331,148

( 147,730,356

Net income (loss)

( 207,026,894

( 149,554,308

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

5 unchanged sentences

Net realized gain (loss)

( 156,195,349

Change in net unrealized appreciation (depreciation)

( 108,172,044

( 186,138,026

Net income (loss)

( 207,026,894

( 149,554,308

Shareholders’ equity, end of period

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

8 unchanged sentences

government and agency obligations

1,416,997,680

Net amortization and accretion on short-term U.S.

21 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

June 30, 2022

December 31, 2021

3 unchanged sentences

Receivable from capital shares sold

Securities sold receivabl e

Receivable on open futures contracts

Interest receivable

1,128,552,940

Liabilities and shareholders’ equity

7 unchanged sentences

Shareholders’ equity

1,127,608,641

Total liabilities and shareholders’ equity

1,128,552,940

Shares outstanding (Note 1)

4 unchanged sentences

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

JUNE 30, 2022

Principal Amount

5 unchanged sentences

0.393 % due 07/21/22

0.674 % due 07/28/22

0.223 % due 11/03/22

Total short-term U.S.

government and agency obligations

(cost $ 193,806,309 )

government and agency obligations (cost $ 243,860,580 )

Futures Contracts Purchased

1 unchanged sentence

(Depreciation)/Value

VIX Futures - Cboe, expires April 2022

( 144,097,149

VIX Futures - Cboe, expires May 2022

( 161,212,660

VIX Futures - Cboe, expires July 2022

VIX Futures - Cboe, expires August 2022

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures accounts fees

Futures account fees

Total expenses

4 unchanged sentences

( 811,706,279

( 1,464,769,961

Swap agreements

3 unchanged sentences

( 854,526,924

( 1,559,026,428

Change in net unrealized appreciation (depreciation) on

Futures contracts

( 284,403,583

Swap agreements

2 unchanged sentences

Change in net unrealized appreciation (depreciation)

( 284,359,331

Net realized and unrealized gain (loss)

( 610,411,676

( 1,599,270,511

Net income (loss)

( 614,386,960

( 1,611,315,344

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

1,127,608,641

1,284,373,170

1,356,204,199

Addition of 58,400,000 , 12,955,000 , 141,500,000 and 32,585,000 shares, respectively (Note 1)

4 unchanged sentences

( 263,750,553

( 2,339,021,779

( 1,277,796,229

Net addition (redemption) of ( 16,300,000 ), 7,325,329 , 1,400,000 and 17,415,329 shares, respectively (Note 1)

( 436,084,556

( 367,548,836

1,095,981,848

Net investment income (loss)

1 unchanged sentence

( 854,526,924

Change in net unrealized appreciation (depreciation)

( 1,559,026,428

Change in net unrealized appreciation (depreciation)

Net income (loss)

( 614,386,960

Shareholders’ equity, end of period

( 1,611,315,344

1,284,373,170

Shareholders’ equity, end of period

See accompanying notes to financial statements.

1 unchanged sentence

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

8 unchanged sentences

government and agency obligations

1,454,556,289

Net amortization and accretion on short-term U.S.

2 unchanged sentences

Change in unrealized (appreciation) depreciation on investments

Decrease (Increase) in securities sold receivable

Decrease (Increase) in receivable on open futures contracts

15 unchanged sentences

Net cash provided by (used in) financing activities

( 369,728,663

1,139,481,960

Net increase (decrease) in cash

( 100,416,580

( 431,866,344

Cash, beginning of period

4 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

June 30, 2022

December 31, 2021

Short-term U.S.

17 unchanged sentences

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

JUNE 30, 2022

Principal Amount

16 unchanged sentences

Yen with UBS AG

1,080,855,856

Total Unrealized

Contracts to Sell

Yen with Goldman Sachs International

Yen with UBS AG

Total Unrealized Appreciation

Total Unrealized

All or partial amount pledged as collateral for foreign currency forward contracts.

The positions and counterparties herein are as of March 31, 2022.

The positions and counterparties herein are as of June 30, 2022.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

19 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

Addition of 100,000 , – , 100,000 and – shares, respectively

Net addition (redemption) of 100,000 , – , 100,000 and – shares, respectively

Net investment income (loss)

6 unchanged sentences

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

12 unchanged sentences

Net cash provided by (used in) operating activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

December 31, 2021

Short-term U.S.

government and agency obligations (Note 3) (cost $ –

and $ 1,999,869

, respectively)

Segregated cash balances with brokers for futures contracts

Receivable on open futures contracts

Interest receivable

Liabilities and shareholders’ equity

Payable on open futures contracts

Payable to Sponsor

Total liabilities

Commitments and Contingencies (Note 2)

Shareholders’ equity

Total liabilities and shareholders’ equity

Shares outstanding

Net asset value per share

Market value per share (Note 2)

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

Futures Contracts Sold

Notional Amount

(Depreciation)/Value

Australian Dollar Fx Currency Futures - CME, expires June 2022

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF OPERATIONS

Three Months Ended

Investment Income

Management fee

Brokerage commissions

Total expenses

Net investment income (loss)

Realized and unrealized gain (loss) on investment activity

Net realized gain (loss) on

Futures contracts

Short-term U.S.

government and agency obligations

Net realized gain (loss)

Change in net unrealized appreciation (depreciation) on

Futures contracts

Short-term U.S.

government and agency obligations

Change in net unrealized appreciation (depreciation)

Net realized and unrealized gain (loss)

Net income (loss)

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Three Months Ended

Shareholders’ equity, beginning of period

Net investment income (loss)

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net income (loss)

Shareholders’ equity, end of period

See accompanying notes to financial statements.

PROSHARES ULTRASHORT AUSTRALIAN DOLLAR

STATEMENTS OF CASH FLOWS

Three Months Ended

Cash flow from operating activities

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Proceeds from sales or maturities of short-term U.S.

government and agency obligations

Net amortization and accretion on short-term U.S.

government and agency obligations

Net realized (gain) loss on investments

Change in unrealized (appreciation) depreciation on investments

Decrease (Increase) in receivable on open futures contracts

Decrease (Increase) in interest receivable

Increase (Decrease) in payable to Sponsor

Increase (Decrease) in payable on open futures contracts

Net cash provided by (used in) operating activities

Cash flow from financing activities

Proceeds from addition of shares

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

4 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

December 31, 2021

June 30, 2022

Short-term U.S.

1 unchanged sentence

Segregated cash balances with brokers for futures contracts

Receivable from capital shares sold

Receivable on open futures contracts

15 unchanged sentences

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

Principal Amount

JUNE 30, 2022

Short-term U.S.

6 unchanged sentences

0.223 % due 11/03/22

Total short-term U.S.

4 unchanged sentences

(Depreciation)/Value

WTI Crude Oil - NYMEX, expires June 2022

WTI Crude Oil - NYMEX, expires September 2022

WTI Crude Oil - NYMEX, expires December 2022

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures accounts fees

Futures account fees

Total expenses

4 unchanged sentences

( 102,594,000

( 209,076,101

Net realized gain (loss)

( 102,594,000

( 209,076,101

Change in net unrealized appreciation (depreciation) on

11 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

2 unchanged sentences

( 125,817,269

( 228,075,487

Net addition (redemption) of 7,468,460 , 239,766 , 19,978,460 and 459,766 shares, respectively (Note 1)

2 unchanged sentences

( 102,594,000

( 209,076,101

Change in net unrealized appreciation (depreciation)

5 unchanged sentences

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

17 unchanged sentences

( 367,815,620

( 112,735,980

Cash flow from financing activities

9 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

December 31, 2021

June 30, 2022

Short-term U.S.

1 unchanged sentence

Segregated cash balances with brokers for futures contracts

Receivable from capital shares sold

Receivable on open futures contracts

16 unchanged sentences

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

JUNE 30, 2022

Principal Amount

4 unchanged sentences

0.223 % due 11/03/22

0.209 % due 05/19/22

0.223 % due 11/03/22

Total short-term U.S.

4 unchanged sentences

(Depreciation)/Value

Natural Gas - NYMEX, expires May 2022

Natural Gas - NYMEX, expires September 2022

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

3 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures accounts fees

Futures account fees

Total expenses

4 unchanged sentences

( 282,646,685

( 397,312,383

Short-term U.S.

2 unchanged sentences

( 282,646,884

( 397,371,192

Change in net unrealized appreciation (depreciation) on

11 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

3 unchanged sentences

( 715,830,492

( 128,378,317

Net addition (redemption) of 1,098,236 , 137,500 , 3,988,114 and 200,000 shares, respectively (Note 1)

2 unchanged sentences

( 282,646,884

( 397,371,192

Change in net unrealized appreciation (depreciation)

5 unchanged sentences

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

30 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

December 31, 2021

June 30, 2022

Short-term U.S.

16 unchanged sentences

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

JUNE 30, 2022

Principal Amount

5 unchanged sentences

0.223 % due 11/03/22 †

Total short-term U.S.

4 unchanged sentences

Contract Amount

in Local Currency

Contract Amount

1 unchanged sentence

Contracts to Purchase

Euro with Goldman Sachs International

Euro with UBS AG

Total Unrealized

Contracts to Sell

1 unchanged sentence

Euro with UBS AG

Total Unrealized

All or partial amount pledged as collateral for foreign currency forward contracts.

The positions and counterparties herein are as of March 31, 2022.

The positions and counterparties herein are as of June 30, 2022.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

19 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

10 unchanged sentences

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

22 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

December 31, 2021

June 30, 2022

Short-term U.S.

1 unchanged sentence

Segregated cash balances with brokers for futures contracts

Segregated cash balances with brokers for swap agreements

Unrealized appreciation on swap agreements

Receivable from capital shares sold

Receivable on open futures contracts

Interest receivable

15 unchanged sentences

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

JUNE 30, 2022

Principal Amount

5 unchanged sentences

0.223 % due 11/03/22 †

Total short-term U.S.

4 unchanged sentences

(Depreciation)/Value

Gold Futures - COMEX, expires June 2022

Gold Futures - COMEX, expires August 2022

Total Return Swap Agreements ^

5 unchanged sentences

Swap agreement with UBS AG based on Bloomberg Gold Subindex

Total Unrealized

Total Unrealized Appreciation

All or partial amount pledged as collateral for swap agreements.

The positions and counterparties herein are as of March 31, 2022.

The positions and counterparties herein are as of June 30, 2022.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

1 unchanged sentence

Rates shown represent discount rate at the time of purchase.

Reflects the floating financing rate, as of March 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of June 30, 2022, 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.

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures accounts fees

Futures account fees

Total expenses

19 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

10 unchanged sentences

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

25 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

June 30, 2022

Short-term U.S.

3 unchanged sentences

Unrealized appreciation on swap agreements

Receivable from capital shares sold

Receivable on open futures contracts

16 unchanged sentences

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

Principal Amount

JUNE 30, 2022

Short-term U.S.

4 unchanged sentences

0.223 % due 11/03/22 †

Total short-term U.S.

government and agency obligations

(cost $ 13,931,199 )

government and agency obligations (cost $ 12,996,113 )

Futures Contracts Sold

1 unchanged sentence

(Depreciation)/Value

Silver Futures - COMEX, expires May 2022

Silver Futures - COMEX, expires September 2022

Total Return Swap Agreements ^

9 unchanged sentences

All or partial amount pledged as collateral for swap agreements.

The positions and counterparties herein are as of March 31, 2022.

The positions and counterparties herein are as of June 30, 2022.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

1 unchanged sentence

Rates shown represent discount rate at the time of purchase.

Reflects the floating financing rate, as of March 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of June 30, 2022, 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.

2 unchanged sentences

See accompanying notes to financial statements.

PROSHARES ULTRASHORT SILVER

ROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures accounts fees

Futures account fees

Total expenses

19 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

10 unchanged sentences

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

25 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

December 31, 2021

June 30, 2022

Short-term U.S.

3 unchanged sentences

Liabilities and shareholders’ equity

Payable for capital shares redeemed

Payable to Sponsor

5 unchanged sentences

Total liabilities and shareholders’ equity

Shares outstanding

Net asset value per share

Market value per share (Note 2)

Shares outstanding (Note 1 )

Net asset value per share (Note 1 )

Market value per share (Note 1) (Note 2 )

See accompanying notes to financial statements.

1 unchanged sentence

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

JUNE 30, 2022

Principal Amount

5 unchanged sentences

0.223 % due 11/03/22 †

0.393 % due 07/21/22 †

0.223 % due 11/03/22 †

Total short-term U.S.

government and agency obligations

(cost $ 20,984,538 )

government and agency obligations (cost $ 10,994,894 )

Foreign Currency Forward Contracts ^

Settlement Date

Contract Amount

11 unchanged sentences

( 12,207,008,574

Total Unrealized

Total Unrealized Appreciation

All or partial amount pledged as collateral for foreign currency forward contracts.

The positions and counterparties herein are as of March 31, 2022.

The positions and counterparties herein are as of June 30, 2022.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

5 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

19 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

Addition of 100,000 and 100,000 shares, respectively

Redemption of 100,000 and – shares, respectively

Net addition (redemption) of – and 100,000 shares, respectively

Addition of 650,000 , – , 850,000 and 200,000 shares, respectively (Note 1)

Redemption of 450,000 , 200,000 , 650,000 and 200,000 shares, respectively (Note 1)

Net addition (redemption) of 200,000 , ( 200,000 ), 200,000 and – shares, respectively (Note 1)

Net investment income (loss)

6 unchanged sentences

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

14 unchanged sentences

Proceeds from addition of shares

Payment on shares redeemed

Net cash provided by (used in) financing activities

3 unchanged sentences

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

December 31, 2021

June 30, 2022

Short-term U.S.

16 unchanged sentences

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

JUNE 30, 2022

Principal Amount

4 unchanged sentences

0.223 % due 11/03/22

Total short-term U.S.

government and agency obligations

(cost $ 63,955,449 )

government and agency obligations (cost $ 31,975,556 )

Futures Contracts Purchased

1 unchanged sentence

(Depreciation)/Value

VIX Futures - Cboe, expires July 2022

VIX Futures - Cboe, expires August 2022

VIX Futures - Cboe, expires September 2022

VIX Futures - Cboe, expires October 2022

VIX Futures - Cboe, expires November 2022

VIX Futures - Cboe, expires December 2022

VIX Futures - Cboe, expires January 2023

Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures accounts fees

Futures account fees

Total expenses

14 unchanged sentences

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

8 unchanged sentences

See accompanying notes to financial statements.

PROSHARES VIX MID-TERM

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

25 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

December 31, 2021

June 30, 2022

Short-term U.S.

19 unchanged sentences

SCHEDULE OF INVESTMENTS

MARCH 31, 2022

Principal Amount

JUNE 30, 2022

Short-term U.S.

6 unchanged sentences

0.223 % due 11/03/22

Total short-term U.S.

4 unchanged sentences

(Depreciation)/Value

VIX Futures - Cboe, expires April 2022

VIX Futures - Cboe, expires May 2022

VIX Futures - Cboe, expires July 2022

VIX Futures - Cboe, expires August 2022

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

1 unchanged sentence

Brokerage commissions

Futures accounts fees

Futures account fees

Total expenses

3 unchanged sentences

Futures contracts

( 175,846,641

( 252,481,234

Short-term U.S.

1 unchanged sentence

Net realized gain (loss)

( 175,846,641

( 252,481,234

Change in net unrealized appreciation (depreciation) on

5 unchanged sentences

( 136,854,294

( 266,919,741

Net income (loss)

( 137,751,876

( 269,042,127

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

2 unchanged sentences

( 273,838,421

( 339,097,830

( 203,372,471

Net addition (redemption) of ( 5,625,000 ), 1,932,497 , 925,000 and 5,976,247 shares, respectively (Note 1)

( 132,642,867

Net investment income (loss)

Net realized gain (loss)

( 175,846,641

( 252,481,234

Change in net unrealized appreciation (depreciation)

1 unchanged sentence

( 137,751,876

( 269,042,127

Shareholders’ equity, end of period

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flow from operating activities

23 unchanged sentences

( 339,097,830

( 203,372,471

Net cash provided by (used in) financing activities

5 unchanged sentences

COMBINED STATEMENTS OF FINANCIAL CONDITION

March 31, 2022

December 31, 2021

June 30, 2022

Short-term U.S.

10 unchanged sentences

Receivable from capital shares sold

Securities sold receivable

Receivable on open futures contracts

23 unchanged sentences

Three Months Ended

Six Months Ended

Investment Income

8 unchanged sentences

( 653,015,480

( 1,187,149,284

Swap agreements

5 unchanged sentences

1,179,151,366

( 973,808,867

Change in net unrealized appreciation (depreciation) on

Futures contracts

( 257,111,138

Swap agreements

6 unchanged sentences

( 264,473,936

( 389,847,943

Net realized and unrealized gain (loss)

( 161,592,477

( 1,028,626,691

Net income (loss)

( 175,070,042

( 1,059,480,728

The operations include the activity of ProShares Short Euro ETF and ProShares UltraShort Australian Dollar ETF through May 12, 2022, the date of liquidation.

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

Six Months Ended

Shareholders’ equity, beginning of period

1 unchanged sentence

4,534,203,653

Addition of 202,260,000 and 43,781,250 shares, respectively (Note 1)

4,173,474,343

4,474,251,414

Redemption of 110,275,489 and 35,372,500 shares, respectively (Note 1)

Addition of 111,695,000 , 25,865,000 , 244,305,000 and

74,621,250 shares, respectively (Note 1)

2,545,986,476

5,628,786,761

Net addition (redemption) of 91,984,511 and 8,408,750 shares, respectively (Note 1)

3,948,096,111

Redemption of 134,203,304 , 33,480,323 , 245,538,426 and

87,095,323 shares, respectively (Note 1)

( 3,325,413,745

( 867,885,062

( 6,129,326,058

( 2,958,019,933

Net addition (redemption) of ( 22,508,304 ), ( 7,615,323 ),

( 1,233,426 ) and ( 12,474,073 ) shares, respectively (Note

( 779,427,269

( 500,539,297

Net investment income (loss)

2 unchanged sentences

1,179,151,366

Change in net unrealized appreciation (depreciation)

( 973,808,867

Change in net unrealized appreciation (depreciation)

( 264,473,936

1 unchanged sentence

( 175,070,042

( 1,059,480,728

Shareholders’ equity, end of period

1 unchanged sentence

4,404,846,864

4,563,369,776

4,404,846,864

The operations include the activity of ProShares Short Euro ETF and ProShares UltraShort Australian Dollar ETF through May 12, 2022, the date of liquidation.

See accompanying notes to financial statements.

1 unchanged sentence

COMBINED STATEMENTS OF CASH FLOWS*

Three Months Ended

Six Months Ended

Cash flow from operating activities

14 unchanged sentences

Change in unrealized (appreciation) depreciation on investments

Decrease (Increase) in securities sold receivable

Decrease (Increase) in receivable on futures contracts

7 unchanged sentences

1,342,975,061

( 2,201,448,738

Cash flow from financing activities

6 unchanged sentences

Net cash provided by (used in) financing activities

( 475,047,274

Net increase (decrease) in cash

6 unchanged sentences

2,049,647,466

The operations include the activity of ProShares Short Euro ETF and ProShares UltraShort Australian Dollar ETF through May 12, 2022, the date of liquidation.

See accompanying notes to financial statements.

1 unchanged sentence

NOTES TO FINANCIAL STATEMENTS

March 31, 2022

June 30, 2022

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 March 31, 2022, the following eighteen 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”);

As of June 30, 2022, 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”);

(iii) ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Australian Dollar, 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”);

and (iv) ProShares Short Euro (the “Short Euro Fund”).

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.

2 unchanged sentences

The Matching VIX Funds and the Geared VIX Funds are listed on the Cboe BZX Exchange (“Cboe BZX”).

The Leveraged Funds, the Short Euro Fund and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in these Notes to Financial Statements.

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.

On March 11, 2022, ProShares Capital Management LLC announced that it planned to close and liquidate ProShares UltraShort Australian Dollar ETF (ticker symbol:

CROC) and ProShares Short Euro ETF (ticker symbol:

EUFX), together, the “liquidated funds”.

The last day the liquidated funds accepted creation orders was on May 2, 2022.

Trading in each liquidated fund was suspended prior to market open on May 3, 2022.

Proceeds of the liquidation were sent to shareholders on May 12, 2022 (the “Distribution Date”).

From May 3, 2022 through the Distribution Date, shares of the liquidated funds did not trade on the NYSE Arca nor was there a secondary market for the shares.

Any shareholders that remained in a liquidated fund on the Distribution Date automatically had their shares redeemed for cash at the current net asset value on May 12, 2022.

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:

4 unchanged sentences

References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories.

Each “Short” Fund seeks daily investment results, before fees and expenses, that correspond to either one-half

the inverse (-0.5x)

or the inverse (-1x)

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 “Short” Fund seeks daily investment results, before fees and expenses, that correspond to either one-half the inverse (-0.5x) or the inverse (-1x) 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.

1 unchanged sentence

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,

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

Accordingly, results over periods of time greater than a single day should not be expected to be a simple multiple (e.g., -0.5x, -1x, -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 reverse Share splits for the Funds during the three months March 31, 2022, and during the year ended December 31, 2021.

The table below includes reverse Share splits for the Funds during the six months June 30, 2022, and during the year ended December 31, 2021.

The ticker symbols for these Funds did not change, and each Fund continues to trade on its primary listing exchange, as applicable.

1 unchanged sentence

(Prior to Opening

Type of Split

Resumed at Post-

Type of Split

ProShares Ultra VIX Short-Term Futures ETF

10 unchanged sentences

January 14, 2022

ProShares UltraShort Yen

2-for-1 forward Share split

ProShares Ultra Bloomberg Crude Oil

4-for-1 forward Share split

ProShares UltraShort Bloomberg Natural Gas

1-for-4 reverse Share split

ProShares UltraShort Bloomberg Crude Oil

1-for-5 reverse Share split

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.

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

2 unchanged sentences

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.

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”).

1 unchanged sentence

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, 2021, as filed with the SEC on February 25, 2022.

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, 2021, as filed with the SEC on February 25, 2022.

Use of Estimates & Indemnifications

9 unchanged sentences

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 March 31, 2022 and 2021, 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.

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, 2022 and 2021, 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.

Final Net Asset Value for Fiscal Period

times and the times of the calculation of the Funds’ final net asset value for creation and redemption of fund Shares for the three months ended March 31, 2022 were typically as follows.

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, 2022 were typically as follows.

All times are Eastern Standard Time:

3 unchanged sentences

Ultra Silver and UltraShort Silver

March 31, 2022

June 30, 2022

Ultra Gold and UltraShort Gold

March 31, 2022

June 30, 2022

Ultra Bloomberg Crude Oil,

2 unchanged sentences

UltraShort Bloomberg Natural Gas

March 31, 2022

UltraShort Australian Dollar,

June 30, 2022

UltraShort Euro and

UltraShort Yen

March 31, 2022

June 30, 2022

Short VIX Short-Term Futures ETF,

Ultra VIX Short-Term Futures ETF,

Futures ETF and

VIX Mid-Term Futures ETF and

VIX Short-Term Futures ETF

March 31, 2022

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 three months ended March 31, 2022.

June 30, 2022

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 three months ended March 31, 2022.

Investment Valuation

9 unchanged sentences

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.

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.

18 unchanged sentences

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 March 31, 2022 using the fair value hierarchy:

The following table summarizes the valuation of investments at June 30, 2022 using the fair value hierarchy:

Level I - Quoted Prices

3 unchanged sentences

Government and

ProShares Short Euro

ProShares Short VIX Short-Term Futures ETF

1 unchanged sentence

( 152,287,155

( 128,285,274

1,133,356,543

ProShares Ultra Bloomberg Natural Gas

( 194,426,957

ProShares Ultra Euro

2 unchanged sentences

ProShares Ultra VIX Short-Term Futures ETF

( 161,212,660

ProShares Ultra Yen

ProShares UltraShort Australian Dollar

ProShares UltraShort Bloomberg Crude Oil

4 unchanged sentences

ProShares UltraShort Yen

ProShares VIX Mid-Term

ProShares VIX Mid-Term Futures ETF

ProShares VIX Short-Term Futures ETF

30 unchanged sentences

ProShares UltraShort Yen

ProShares VIX Mid-Term

ProShares VIX Mid-Term Futures ETF

ProShares VIX Short-Term Futures ETF

4 unchanged sentences

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 fiscal year end.

There were no transf e

rs into or out of Level 3 for the fiscal year end.

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

5 unchanged sentences

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.

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.

11 unchanged sentences

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

9 unchanged sentences

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.

From the beginning of the reporting period until the close of business on May 2, 2022, the volume of the derivative exposure for each liquidated fund relative to its net assets was generally representative to its investment objective.

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.

25 unchanged sentences

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.

13 unchanged sentences

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.

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.

8 unchanged sentences

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.

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.

20 unchanged sentences

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 March 31, 2022

contractually terminate within one month but may be terminated without penalty by either party at any time.

All of the outstanding swap agreements at June 30, 2022 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.

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.

4 unchanged sentences

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 March 31, 2022, the collateral posted by counterparties consisted of cash and/or U.S.

As of June 30, 2022, 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.

In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries.

Forward Contracts

6 unchanged sentences

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.

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

by the Funds.

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 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.

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.

4 unchanged sentences

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 March 31, 2022, the collateral posted by counterparties consisted of cash and/or U.S.

As of June 30, 2022, the collateral posted by counterparties consisted of cash and/or U.S.

Treasury securities.

3 unchanged sentences

The creditworthiness of each of the firms that is a party to a forward contract is monitored by the Sponsor.

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.

In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries.

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 March 31, 2022

Fair Value of Derivative Instruments as of June 30, 2022

Asset Derivatives

1 unchanged sentence

Derivatives Not

Accounted for as

Hedging Instruments

Accounted for

as Hedging Instruments

Statements of

Financial Condition

Financial Condition Location

Statements of

Financial Condition

Financial Condition Location

VIX Futures Contracts

Receivables on open futures contracts, unrealized appreciation on swap agreements

Payable on open futures contracts, unrealized depreciation on swap agreements

Receivables on open futures contracts

Payable on open futures contracts

ProShares Short VIX Short-Term Futures ETF

ProShares Ultra VIX Short-Term Futures ETF

ProShares VIX Mid-Term

ProShares VIX Mid-Term Futures ETF

ProShares VIX Short-Term Futures ETF

6 unchanged sentences

ProShares Ultra Silver

ProShares UltraShort Bloomberg Crude Oil

ProShares UltraShort

Bloomberg Crude Oil

ProShares UltraShort Bloomberg Natural Gas

4 unchanged sentences

Unrealized depreciation on foreign currency forward contracts, and/or payable on open futures contracts

ProShares Short Euro

ProShares Ultra Euro

ProShares Ultra Yen

ProShares UltraShort Australian Dollar

ProShares UltraShort Euro

18 unchanged sentences

ProShares Ultra VIX Short-Term Futures ETF

ProShares VIX Mid-Term

ProShares VIX Mid-Term Futures ETF

ProShares VIX Short-Term Futures ETF

20 unchanged sentences

Combined Trust:

The Effect of Derivative Instruments on the Statement of Operations

For the three months ended June 30, 2022

Derivatives Not Accounted

for as Hedging Instruments

Location of Gain

(Loss) on Derivatives

Recognized in Income

Realized Gain

Recognized in

(Depreciation) on

Recognized in

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

ProShares Ultra VIX Short-Term Futures ETF

ProShares VIX Mid-Term Futures ETF

ProShares VIX Short-Term Futures ETF

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

( 211,138,245

ProShares Ultra Bloomberg Natural Gas

( 271,251,560

ProShares Ultra Gold

ProShares Ultra Silver

( 156,194,175

ProShares UltraShort Bloomberg Crude Oil

( 102,594,000

ProShares UltraShort Bloomberg Natural Gas

( 282,646,685

ProShares UltraShort Gold

ProShares UltraShort Silver

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

ProShares Ultra Yen

ProShares UltraShort Euro

ProShares UltraShort Yen

Combined Trust

Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments.

1 unchanged sentence

The Effect of Derivative Instruments on the Statement of Operations

For the three months ended March 31, 2022

For the six months ended June 30, 2022

Derivatives Not Accounted

11 unchanged sentences

ProShares Ultra VIX Short-Term Futures ETF

ProShares VIX Mid-Term

ProShares VIX Mid-Term Futures ETF

ProShares VIX Short-Term Futures ETF

2 unchanged sentences

ProShares Ultra Bloomberg Crude Oil

1,162,719,162

( 305,216,174

ProShares Ultra Bloomberg Natural Gas

( 186,220,796

ProShares Ultra Gold

ProShares Ultra Silver

( 107,828,115

ProShares UltraShort Bloomberg Crude Oil

6 unchanged sentences

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 Short Euro

ProShares Ultra Euro

ProShares Ultra Yen

ProShares UltraShort Australian Dollar

ProShares UltraShort Euro

4 unchanged sentences

The Effect of Derivative Instruments on the Statement of Operations

For the three months ended March 31, 2021

For the three months ended June 30, 2021

Derivatives Not Accounted

12 unchanged sentences

( 854,529,061

ProShares VIX Mid-Term Futures ETF

ProShares VIX Short-Term Futures ETF

( 175,846,641

ProShares VIX Mid-Term

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

ProShares Ultra Bloomberg Natural Gas

ProShares Ultra Gold

ProShares Ultra Silver

ProShares UltraShort Bloomberg Crude Oil

ProShares UltraShort Bloomberg Natural Gas

ProShares UltraShort Gold

ProShares UltraShort Silver

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 Short Euro

ProShares Ultra Euro

ProShares Ultra Yen

ProShares UltraShort Australian Dollar

ProShares UltraShort Euro

ProShares UltraShort Yen

Combined Trust

( 496,624,733

The Effect of Derivative Instruments on the Statement of Operations

For the six months ended June 30, 2021

Derivatives Not Accounted

for as Hedging Instruments

Location of Gain

(Loss) on Derivatives

Recognized in Income

Realized Gain

Recognized in

(Depreciation) on

Recognized in

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

ProShares Ultra VIX Short-Term Futures ETF

( 1,559,047,085

ProShares VIX Mid-Term Futures ETF

ProShares VIX Short-Term Futures ETF

( 252,481,234

Commodities Contracts

27 unchanged sentences

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 March 31, 2022.

Fair Values of Derivative Instruments as of March 31, 2022

Fair Values of Derivative Instruments as of June 30, 2022

Gross Amounts

18 unchanged sentences

Statements of

ProShares Ultra Bloomberg Crude Oil Swap agreements

ProShares Ultra Euro Foreign currency forward contracts

ProShares Ultra Gold Swap agreements

ProShares Ultra Silver Swap agreements

ProShares Ultra Yen Foreign currency forward contracts

ProShares UltraShort Euro Foreign currency forward contracts

ProShares UltraShort Gold Swap agreements

ProShares UltraShort Silver Swap agreements

ProShares UltraShort Yen Foreign currency forward contracts

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at March 31, 2022.

ProShares Ultra Bloomberg

Swap agreements

ProShares Ultra Euro

Foreign currency forward contracts

ProShares Ultra Gold

Swap agreements

ProShares Ultra Silver

Swap agreements

ProShares Ultra Yen

Foreign currency forward contracts

ProShares UltraShort Euro

Foreign currency forward contracts

ProShares UltraShort Gold

Swap agreements

ProShares UltraShort Silver

Swap agreements

ProShares UltraShort Yen

Foreign currency forward contracts

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at June 30, 2022.

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”.

Gross Amounts Not Offset in the Statements of Financial Condition as of March 31, 2022

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”.

Gross Amounts Not Offset in the Statements of Financial Condition as of June 30, 2022

Amounts of Recognized Assets /

5 unchanged sentences

Cash Collateral for the

Benefit of (the Funds) / the

Counterparties

Benefit of (the Funds) /

the Counterparties

ProShares Ultra Bloomberg Crude Oil

50 unchanged sentences

Statements of

ProShares Ultra Bloomberg Crude Oil

ProShares Ultra Bloomberg

Swap agreements

5 unchanged sentences

Swap agreements

ProShares Ultra VIX Short-Term Futures ETF

ProShares Ultra VIX Short-Term

Swap agreements

12 unchanged sentences

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”.

Gross Amounts Not Offset in the Statements of Financial Condition as of December 31, 2021

15 unchanged sentences

Societe Generale

( 13,831,056 )

ProShares Ultra Euro

28 unchanged sentences

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.

The Sponsor stopped charging the Management Fee to the liquidated funds on May 2, 2022, the date it was determined that liquidation was imminent.

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.

2 unchanged sentences

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 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.

Non-Recurring Fees and Expenses

Each Fund pays all 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

32 unchanged sentences

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.

services in processing the creation and redemption of Creation Units and to offset the costs of increasing or decreasing derivative positions.

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.

1 unchanged sentence

Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors in the secondary market.

Transaction fees for the three months ended March 31, 2022 which are included in the Addition and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:

Transaction fees for the three and six months ended June 30, 2022 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

March 31, 2022

ProShares Short Euro

June 30, 2022

Six Months Ended

June 30, 2022

ProShares Short VIX Short-Term Futures ETF

6 unchanged sentences

ProShares Ultra Yen

ProShares UltraShort Australian Dollar

ProShares UltraShort Bloomberg Crude Oil

4 unchanged sentences

ProShares UltraShort Yen

ProShares VIX Mid-Term

ProShares VIX Mid-Term Futures ETF

ProShares VIX Short-Term Futures ETF

1 unchanged sentence

NOTE 6 – FINANCIAL HIGHLIGHTS

Selected Data for a Share Outstanding Throughout the Three Months Ended March 31, 2022

For the Three Months Ended March 31, 2022 (unaudited)

Selected Data for a Share Outstanding Throughout the Three Months Ended June 30, 2022

For the Three Months Ended June 30, 2022 (unaudited)

Per Share Operating

Net asset value, at December 31, 2021

Net asset value, at March 31, 2022

Net investment income (loss)

1 unchanged sentence

Change in net asset value from operations

Net asset value, at June 30, 2022

Market value per share, at March 31, 2022 †

Market value per share, at June 30, 2022 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets**

Expense ratio^^

Net investment income gain (loss)

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, 2022.

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

For the Three Months Ended June 30, 2022 (unaudited)

Per Share Operating

Net asset value, at March 31, 2022

Market value per share, at December 31, 2021 †

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at June 30, 2022

Market value per share, at March 31, 2022 †

Market value per share, at June 30, 2022 †

Total Return, at net asset value^

3 unchanged sentences

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

1 unchanged sentence

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 March 31, 2022.

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.

For the Three Months Ended March 31, 2022 (unaudited)

Percentages are not annualized for the period ended June 30, 2022.

The expense ratio would be 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.

For the Three Months Ended June 30, 2022 (unaudited)

Per Share Operating

Net asset value, at March 31, 2022

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at June 30, 2022

Market value per share, at March 31, 2022 †

Market value per share, at June 30, 2022 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets**

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

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, 2022.

The expense ratio would be 0.95 %, 0.95 %, 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.

Selected data for a Share outstanding throughout the three months ended June 30, 2021

For the Three Months Ended June 30, 2021 (unaudited)

Per Share Operating

Net asset value, at March 31, 2021

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at June 30, 2021

Market value per share, at March 31, 2021 †

Market value per share, at June 30, 2021 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets**

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

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, 2021.

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

For the Three Months Ended June 30, 2021 (unaudited)

Per Share Operating

Futures ETF *

Natural Gas *

Net asset value, at December 31, 2021

Net asset value, at March 31, 2021

Net investment income (loss)

1 unchanged sentence

Change in net asset value from operations

Net asset value, at June 30, 2021

Market value per share, at March 31, 2021 †

Market value per share, at June 30, 2021 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets**

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

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, 2021.

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

For the Three Months Ended June 30, 2021 (unaudited)

Per Share Operating

Net asset value, at March 31, 2021

Market value per share, at December 31, 2021 †

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at June 30, 2021

Market value per share, at March 31, 2021 †

Market value per share, at June 30, 2021 †

Total Return, at net asset value^

7 unchanged sentences

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 March 31, 2022.

Percentages are not annualized for the period ended June 30, 2021.

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

For the Three Months Ended March 31, 2022 (unaudited)

Selected Data for a Share Outstanding Throughout the six Months Ended June 30, 2022

For the Six Months Ended June 30, 2022 (unaudited)

Per Share Operating

3 unchanged sentences

Change in net asset value from operations

Net asset value, at March 31, 2022

Net asset value, at June 30, 2022

Market value per share, at December 31, 2021 †

Market value per share, at March 31, 2022 †

Market value per share, at June 30, 2022 †

Total Return, at net asset value^

7 unchanged sentences

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 March 31, 2022.

Percentages are not annualized for the period ended June 30, 2022.

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

Selected Data for a Share Outstanding Throughout the Three Months Ended March 31, 2021

For the Three Months Ended March 31, 2021 (unaudited)

For the Six Months Ended June 30, 2022 (unaudited)

Per Share Operating

Futures ETF *

Natural Gas *

Net asset value, at December 31, 2021

2 unchanged sentences

Change in net asset value from operations

Net asset value, at March 31, 2021

Net asset value, at June 30, 2022

Market value per share, at December 31, 2021 †

Market value per share, at March 31, 2021 †

Market value per share, at June 30, 2022 †

Total Return, at net asset value^

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Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

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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 March 31, 2021.

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.

For the Three Months Ended March 31, 2021 (unaudited)

Percentages are not annualized for the period ended June 30, 2022.

The expense ratio would be 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.

For the Six Months Ended June 30, 2022 (unaudited)

Per Share Operating

Net asset value, at December 31, 2021

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at June 30, 2022

Market value per share, at December 31, 2021 †

Market value per share, at June 30, 2022 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets**

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

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, 2022.

The expense ratio would be 0.95 %, 0.95 %, 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.

Selected Data for a Share Outstanding Throughout the six Months Ended June 30, 2021

For the Six Months Ended June 30, 2021 (unaudited)

Per Share Operating

Net asset value, at December 31, 2020

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at June 30, 2021

Market value per share, at December 31, 2020 †

Market value per share, at June 30, 2021 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets**

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

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, 2021.

The expense ratio would be 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.

For the Six Months Ended June 30, 2021 (unaudited)

Per Share Operating

Futures ETF *

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Change in net asset value from operations

Net asset value, at March 31, 2021

Net asset value, at June 30, 2021

Market value per share, at December 31, 2020 †

Market value per share, at March 31, 2021 †

Market value per share, at June 30, 2021 †

Total Return, at net asset value^

7 unchanged sentences

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 March 31, 2021.

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.

For the Three Months Ended March 31, 2021 (unaudited)

Percentages are not annualized for the period ended June 30, 2021.

The expense ratio would be 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.

For the Six Months Ended June 30, 2021 (unaudited)

Per Share Operating

1 unchanged sentence

Net investment income (loss)

Net realized and unrealized

Change in net asset value

from operations

Net asset value, at

March 31, 2021

Market value per share, at

December 31, 2020 †

Market value per share, at

March 31, 2021 †

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at June 30, 2021

Market value per share, at December 31, 2020 †

Market value per share, at June 30, 2021 †

Total Return, at net asset value^

7 unchanged sentences

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 March 31, 2021.

The expense ratio would be 0.95 %, 0.95 %, 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.

Percentages are not annualized for the period ended June 30, 2021.

The expense ratio would be 0.95 %, 0.95 %, 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.

NOTE 7 – RISK

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The Geared Funds do not seek to achieve their stated investment objective over a period of time greater than a single day (as measured from NAV calculation time to NAV calculation time).

the inverse (-0.5x),

the inverse (-1x),

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 period.

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 in amount and possibly even direction from one-half the inverse (-0.5x), the inverse (-1x), 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 period.

A Geared Fund will lose money if its benchmark performance is flat over time, and it is possible for a Geared Fund to lose money over time even if the performance of its benchmark increases (or decreases in the case of Short or UltraShort), as a result of daily rebalancing, the benchmark’s volatility, compounding, and other factors.

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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.

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.

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(2) an imperfect correlation between the performance of Financial Instruments held by a Fund and the performance of the applicable benchmark;

spreads on such Financial Instruments;

(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;

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Other things being equal, more significant movement in the value of its benchmark up or down will require more significant adjustments to a Fund’s portfolio.

Because of this, it is unlikely that the Geared Funds will be perfectly exposed (i.e., -0.5x,

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.

Because of this, it is unlikely that the Geared Funds will be perfectly exposed (i.e., -0.5x, -1x, -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.

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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.

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.

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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 marking-to-market

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

In addition, cleared derivatives benefit from daily marking-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 FCM in cleared swaps customer accounts, which are required by CFTC regulations to be separate from its proprietary collateral posted for cleared swaps transactions.

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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 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.

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 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

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Either scenario may result in significant losses.

Change to Investment Strategies

Following this portfolio transition each Oil Fund has exposure to WTI crude oil futures contracts that are not included in the current benchmark.

The performance of each Fund should not be expected to correspond to two times (2x), or two times the inverse (-2x),

as applicable, of the daily performance of its current benchmark.

Each Fund’s performance could differ significantly from its stated investment objective.

In addition, to the extent an Oil Fund has exposure to longer-dated crude oil futures contracts or other Financial Instruments, the performance of the Fund should be expected to deviate to a greater extent from the “spot” price of crude oil than if the Fund had exposure to shorter-dated futures contracts or Financial Instruments.

For these and other reasons, the Oil Funds should be expected to perform very differently from the spot price of crude oil and may underperform investments that are linked to the “spot” price of crude oil.

Change to the Oil Funds Benchmark Index

Description of the New Benchmark

The New Benchmark aims to track the performance of three separate contract schedules for WTI Crude Oil futures traded on NYMEX.

The contract schedules are equally-weighted in the New Benchmark (1/3 each) at each semi-annual reset in March and September.

At each reset date, one-third

of the New Benchmark is designated to follow a monthly roll schedule.

Each month this portion of the New Benchmark rolls from the current futures contract (called “Lead” by Bloomberg, and which expires one month out)

into the following month’s contract (called “Next” by Bloomberg and which expires two months out).

The second portion of the New Benchmark is always designated to be in a June contract, and follows an annual roll schedule in March of each year in which the June contract expiring in the current year is rolled into the June contract expiring the following year.

The remaining portion is always designated to be in a December contract, and follows an annual roll schedule in September of each year in which the December contract expiring in the current year is rolled into the December contract expiring the following year.

The weighting (i.e., percentage) of each of the three contract schedules included in the New Benchmark fluctuates above or below one-third

between the semi-annual reset dates due to changing futures prices and the impact of rolling the futures positions.

As a result, the weighting of each contract in the New Benchmark will “drift” away from equal weighting.

The New Benchmark reflects the cost of rolling the futures contracts included in the New Benchmark, without regard to income earned on cash positions.

The New Benchmark is not linked to the “spot” price of WTI crude oil.

The methodology for determining the composition of the New Benchmark and for calculating its level may be changed at any time by Bloomberg without notice.

The daily performance of the New Benchmark is published by Bloomberg Finance L.P.

and is available under the Bloomberg ticker symbol:

BCBCLI Index.

Natural Disaster/Epidemic Risk

have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses.

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses.

Such natural disaster and health crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the Funds and their investments.

7 unchanged sentences

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

The onset of the novel coronavirus (COVID-19)

has caused significant shocks to global financial markets and economies, with many governments taking extreme actions in an attempt to slow and contain the spread of COVID-19.

The onset of the novel coronavirus (COVID-19) 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, a severe economic impact on global economies as economic activity in some instances has essentially ceased.

2 unchanged sentences

financial markets in March 2020.

Contemporaneous with the onset of the COVID-19

pandemic in the U.S., crude oil markets experienced shocks to the supply of and demand for crude oil.

Contemporaneous with the onset of the COVID-19 pandemic in the U.S., crude oil markets experienced shocks to the supply of and demand for crude oil.

This led to an oversupply of crude oil, which impacted the price of crude oil and futures contracts on crude oil and caused historic volatility in the market for crude oil and crude oil futures contracts.

2 unchanged sentences

The effects of rolling futures contracts under extraordinary contango market conditions generally are more exaggerated than rolling futures contracts under contango market conditions and can result in significant losses.

These and other global economic shocks as a result of the COVID-19

pandemic may cause the underlying assumptions and expectations concerning the investments, operations and performance of the Funds and secondary market trading of Fund Shares to become inaccurate or outdated quickly, resulting in significant and unexpected losses.

These and other global economic shocks as a result of the COVID-19 pandemic may cause the underlying assumptions and expectations concerning the investments, operations and performance of the Funds and secondary market trading of Fund Shares to become inaccurate or outdated quickly, resulting in significant and unexpected losses.

NOTE 8 – SUBSEQUENT EVENTS

1 unchanged sentence

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.

On March 11, 2022, ProShare Capital Management LLC announced that it plans to close and liquidate ProShares UltraShort Australian Dollar ETF (ticker symbol:

CROC) and ProShares Short Euro ETF (ticker symbol:

EUFX), together, the “liquidating funds”.

The last day the liquidating funds will accept creation and redemption orders is May 2, 2022.

Trading in the liquidating funds will be halted prior to market open on May 3, 2022.

Beginning on May 3, 2022, the funds will not be traded on their respective exchanges, and there will be no secondary market for fund shares.

On or about May 3, 2022, the funds will begin the process of liquidating their portfolios and will no longer be managed in accordance with their investment objectives.

Any shareholders remaining in the liquidating funds will have their shares redeemed at net asset value on or about May 12, 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements