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Item 2. Management’s Discussion and Analysis

2022-11-08 compared with 2022-08-09 · 588 added, 568 removed, 962 unchanged (55% of the section changed)

8 unchanged sentences

ProShares Trust II (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”).

As of June 30, 2022, the following sixteen series of the Trust have commenced investment operations:

As of September 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”);

7 unchanged sentences

The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds”.

On May 11, 2021, the Trust announced a 1-for-10 reverse split of the shares of beneficial interest of ProShares Ultra VIX Short-Term Futures ETF (ticker symbol:

UVXY), a 1-for-4 reverse split of the shares of beneficial interest of ProShares UltraShort Bloomberg Crude Oil (ticker symbol:

SCO), a 1-for-4 reverse split of the shares of beneficial interest of ProShares UltraShort Silver (ticker symbol:

ZSL) and a 1-for-4 reverse split of the shares of beneficial interest of ProShares VIX Short-Term Futures ETF (ticker symbol:

The reverse splits were effective prior to market open on May 26, 2021, when the funds began trading at their post-split price.

The reverse splits were applied retroactively for all periods presented, reducing the number of shares outstanding and resulted in a proportionate increase in the price per share and the per share information of the 4 funds.

Therefore, the reverse splits did not change the aggregate net asset value of a shareholder’s investment at the time of the reverse splits.

On December 22, 2021, the Trust announced a 1-for-5 reverse split of the shares of beneficial interest of ProShares UltraShort Bloomberg Natural Gas ETF (ticker symbol:

The reverse splits were effective prior to market open on January 14, 2022, when the funds began trading at their post-split price.

Therefore, the reverse splits did not change the aggregate net asset value of a shareholder’s investment at the time of the reverse splits.

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.

On May 11, 2022, the Trust issued a press release announcing a forward share split on ProShares UltraShort Yen and ProShares Ultra Bloomberg Crude Oil and a reverse share split on ProShares UltraShort Bloomberg Natural Gas and ProShares UltraShort Bloomberg Crude Oil.

The Splits did not change the value of a shareholder’s investment.

Forward Split

ProShares UltraShort Yen executed a 2:1 Forward Split of its shares.

ProShares Ultra Bloomberg Crude Oil executed a 4:1 Forward Split of its shares.

The Forward Split was effective at the market open on May 26, 2022, when the Funds began trading at their post-Forward Split prices.

The ticker symbol for the Funds did not change.

The Forward Split decreased the price per share of the Funds with a proportionate increase in the number of shares outstanding.

Reverse Split

ProShares UltraShort Bloomberg Natural Gas executed a 1:4 Reverse Split of its shares.

ProShares UltraShort Bloomberg Crude Oil executed a 1:5 Reverse Split of its shares.

The Reverse Split was effective at the market open on May 26, 2022, when the Funds began trading at their post-Reverse Split prices.

The ticker symbol for the Funds did not change, but the Funds issued new CUSIP numbers (74347Y813 for KOLD and 74347Y797 for SCO).

The Reverse Split increased the price per share of the Funds with a proportionate decrease in the number of shares outstanding.

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:

37 unchanged sentences

Additional information regarding the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.

Forward and Reverse Split